Guardian Force: TMNT and Spiderman: New York Defenders
by silverfox26
Summary: The Kraang are back and Savanti Romero is leading them. The turtles follow him to another dimension that is similar to their own. The turtles meet Spiderman and team up with him and S.H.I.E.L.D to take down Savanti Romero and the Kraang in order to save their worlds. (The First Story of the "Kraang" Saga)
1. Overview

**TMNT/Spiderman Crossover: New York Defenders Overview:**

In this story places after the turtles defeated Kavaxas by sending him and Zombie Shredder back to the underworld. Also, the KRAANG are back and are led by Savanti Romero after he freed them from the Earth Protection force and Utrom custody. With the Kraang by his side now has an army and not only does he plan on conquering Earth but other worlds and dimensions too. Also, note Kraang Prime and Sub-prime will not appear in this story because a)they were killed by the Tritratons and b) they were the original leaders so he would be able to the Kraang's leader. The turtles and Renet follow him to Spiderman's dimensions and team up with to try and stop Savanti and the Kraang, also like to point out that Renet doesn't help the turtles that much this situation like she usually does when Savanti is causing trouble. Savanti also recruits Dr. Octopus, and some others villains as well to join his cause. The Spiderman part of the story mainly takes place in Ultimate Spiderman (TV show), this also going to be events and people from Avengers Assemble, and Hulk and the agents of S.M.A.S.H. Although will add a few people from Earth's mightiest heroes, Earth 616 comics and other Marvel comics (Like the fantastic four, X-men, war machine, crimson dynamo, silver samurai, etc) just try to imagine them in Ultimate Spiderman animation.

* * *

 **Also if you wondering how Savanti has returned you will have to wait until the first chapter comes out to find out, which won't be until next week since a got a lot of college work to do for this week, but I will next week and I look forward to writing this story. See you all next time.**


	2. Opening

**Opening:**

 **OST- TMNT Season 5 theme song**

The camera first zooms in on the moon in the night city, then it zooms out as a vial of Mutagen falls from the sky and breaks. The background is now changed to mutagen liquid, as a black silhouette of bubbles and Splinter who is screaming runs through-out it, then one of the bubbles turns into a manhole cover and uncovers itself going up the ladder leading to the surface very fast. After going up the ladder a flash appears and the background becomes white, and black silhouette with blue outlines and pure white eyes of Leonardo jumps out of nowhere, he then moves to the left and to reveal the rest of the turtles and Spiderman(who is hanging upside down from a web) also in black silhouette with pure white eyes and outlines of their respectful colors (like Mikey with orange, Spiderman with red and blue, Donnie with purple, etc.) staring at the screen in a serious manner for a couple of seconds. The screen then shifts to a silhouette of Leonardo that was the same as before in a black background and a spotlight on him revealing a blue background around him falling a few feet high landing on his feet and running. A millisecond after you see him pulling out his grappling gun and shooting it. Another millisecond after that you see the turtles and Spiderman with pure white eyes in silhouettes of their respective colors (like Leo in blue, Mikey in orange, Spiderman in Red and Blue, etc.) doing acrobatics across buildings (that were in a black silhouette) in a blue background with three black lines in it. The screen then shifts to a white background with black horizontal and vertical lines in it with the turtles and Spiderman in the same silhouettes as doing signature moves while moving across it. The screen then shifts a blue background with buildings that were black silhouettes with light blues windows and the turtles in the same silhouettes as before are running across them while Spiderman was web-swinging above them also in the same silhouette as before, until building they come across hides them. The screen immediately changes to a black background and a small screen with a blue background of Leonardo's pure white eyes and part of his face (where can see his bandana) staring at the screen then a millisecond after it splits into three, and then it does the same with his brothers and Spiderman in their respective colors (with Spiderman having a red face part in a blue background). Another millisecond later the turtles and Spiderman's eyes disappear and each same colored split screen and becomes full bars and black silhouettes of Kraang bots get launched from the left side of the screen as if they thrashed by someone (which they probably were). Then that scene disappears and two symbols that were red show up, the foot clan and hydra symbol next to each other. The foot clan symbol had a red shadow paint of Shredder inside the symbol passing through from the right side then the same with Tiger Claw from the left. The Hydra symbol had the same motion as the foot clan only it had Crossbones coming from the right side and Michael Morbius from the left. And a millisecond later the background becomes black and a split screen, and then a red 3D silhouette of Karai and White Tiger comes flying from the background and towards the screen with a spin kick causing to flash. And with a millisecond after the Hamato clan symbol in white taking the size of the whole screen comes sliding from the right side going to the left and next comes Leonardo's name in blue the same size as the Hamato Symbol and inside there is a pure white silhouette of Leo doing some flips and spins, "Now we're talking. Yeah!" he says while doing that, after that, another Hamato clan symbol comes out. Then Donatello's name does the same thing with Donnie, "I've got an idea." He says while spinning his bow staff, another Hamato clan symbol comes after that. And then it's the same with Raphael and his name, he starts swinging his sais while groaning, "Aw, sewer apples." He says, also another Hamato clan symbol shows up. Then it does the same with Michelangelo and his name, "Booyakasha!" he says while riding his skateboard, and another Hamato clan symbol appears. Then it the same with Spiderman and his name only the 'Spider' part is red and the 'man' part is blue, "Swinging into action. Woohoo!" he says while, after that it the S.H.I.E.L.D symbol comes out. And the second it was in the middle of the screen it changes to see four split screen of the turtle wearing different spider costume. Leo was in a blue background with wearing Scarlet spider's costume, Ralph was in a red background wearing Agent venom's, Donnie was in a purple background wearing Iron Spider's, and Mikey was in an orange background wearing Miles'. After the spilt screens move out of the way to reveal the Hamato clan and S.H.I.E.L.D symbol are next to each other in a split screen and is in a dark with a red background and the camera is zoomed in on them, until it zooms out to reveal Splinter and Nick Fury with they're backs turned in a red 3D silhouette. With Splinter in a red background of the Hamato clan painting and Fury in a background of the S.H.I.E.L.D Academy entrance. And a millisecond later Splinter gets covered by two black silhouette s of Karai and April standing back to back before turning toward the screen with their respected weapons out in a red 3D silhouette, it's the same with Nick Fury only it's with White Tiger and Iron Fist. And a second later the turtles and Spiderman are in a 3D silhouette in their respective colors in black background with a stripe of their respected colors, each doing certain poses. Then a five of them are in one screen still in the same silhouette standing by each other and in a battle stance. Then a millisecond later it shows Leonardo in black silhouette knocking down two Kraang droids in a yellow mix with blue and red before going to regular red. Leo than starts running across a rooftop as his brother and Spiderman(who was web swing) catch up to him, as the turtles start running and Spiderman web-swinging across the rooftop, the background sky shows red 3D silhouettes of Savanti Romero, Otto Octavius, a couple of Kraang droids, and a Techno drome. Then the screen shifts to where the turtles are in a green silhouette with red bandanas while Spiderman is a red and blue silhouette gliding through air above buildings which in a dark red color, same as the background. After that, the title shows on the screen on a black background.

 **TMNT and Spiderman: New York Defenders**

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 **Okay, that was difficult to write and hard to explain this, also I apologize if can't understand some or most of it. But encase didn't know this is base on the TMNT season 5 theme song I just added Spiderman and few others in it, so just watch the video and try to imagine the changes. Anyway, see you all next time for the first chapter.**


	3. Return of the Kraang

**Hello everyone here is the first chapter, it took longer than I thought but I finally finished it. Also, by the way, there is a Lion King situation where someone sings out their plan and what not. I wasn't going to do that originally but my little cousin kept bugging me to do it so I did. Also, there be other chapters where I do the same but not all of them.**

* * *

 **Chapter 1: Return of the Kraang**

It has been weeks since the turtles have defeated Kavaxas. They have had an easy-going time since then, but it also made their lives pretty dull. There wasn't anything or anyone for them to prepare for, so they each did their own thing to help pass the time. Leo was in the dojo mediating, Raph was punching and hitting the dummy in the main room area, Donnie was busy in his lab inventing a machine that makes calzones fast and eating them while looking bored, while Mikey was… being Mikey and playing with Action Figures along with Ice Cream Kitty and Chompy. Meanwhile, upon the surface, April was at home doing homework, and Casey was Skateboarding with Mondo Gecko on rooftops doing a little competition.

"Cowabunga!" Mondo shouts while skating.

"Goongala!" Casey shouts skating right behind him, as they both continue to skate.

* * *

 **TCRI**

Meanwhile, at TCRI the Earth Protection Force are doing their duties such as patrolling areas and fixing or adjusting the Utrom tech that was loaned to them from the Utrom. At the first floor where the attendance office a lady at the desk was typing on her computer until the front door come open and a shadowy figure wearing a black cloak came through.

"Uh, can I help you, sir." The woman asked.

The shadowy figure said nothing and just smiled under his hood.

* * *

 **At the Lair**

Meanwhile back at the lair Leo was tired of Mediating and was now watching Space Heroes: The Next Generation with Mikey.

 _Captain Ryan Crankshaw Jr. and few other crewmen were on a mission are on a planet that with an alien race called the Zonkas, race of orange brain-like aliens with one eye, bat wings, and a tentacle-like tail. Led by an alien conquer named Trakaxarg, he has a purple crystal ball head with bull horns coming out it and you also see his yellow eyes through it, wearing black armor, and a red cape (he kinda looks like Mysterio) are in the middle of facing each other._

" _Captain Ryan we meet again." Trakaxarg said._

" _Captain Ryan, the Zonkas have us outnumbered. What we going to do?!" Crankshaw Jr. said before getting slapped by Ryan, hard enough to knock him to the ground._

" _Trakaxarg you've returned and you have the Zonkas under your command. How is that possible?" Cpt. Ryan asked._

" _Simple. All we have common goal together, conquering the galaxy and destroying you." Trakaxarg replied._

Mikey stares at T.V. for a moment before speaking up, "Uhhh! This is the 5th time we've watched this episode." Mikey complained.

"I know Mikey, things have been stale for a while now." Leo said.

Raphael stopped punching the training dummy and joined in on the conversation "You said it, it's been weeks since we had any major bad guys to take down."

Donnie walks out of his lab to join his brother to the main area, "Yeah, no kidding. I've had nothing useful to invent for the past few weeks. Making automatic food producer is getting boring." He said.

"No Triceratons, Shredder is dead, I never thought I'd miss the Kraang." Leo said. Unaware that this statement will soon change.

"Maybe we should up to the surface and see what's up anyway. I'm getting tired of being cooped up down here all day." Mikey suggested.

"Mikey is right, let's go up there and our ninja skills must still stay sharp." Leo said. And the three nodded in response.

* * *

 **TCRI**

Back in TCRI the Earth Protection Force are still doing their mundane patrol. One soldier was strolling through a hallway until saw a glimpse of the shadowy figure in an alleyway as he walked by, he stopped in his tracks and went back to check it out but there was nothing there. Seeing that there was nothing he shrugged and moved on. Until he was grabbed by the head pulled into the alleyway and was knocked out. In a prison cell there are kraang in some sort of stasis chamber, then door revealing a shadowy figure and smiles under his hood.

The shadowy robed figure has gone in each and every cell in the facility carrying stasis chambers that held kraang into a portal that was in the middle of an alleyway, after few minutes he eventually gets every kraang through the portal and his work here was done. It surprising he hasn't caught yet, it would seem these guys aren't that good their job or are just idiots and don't take their job seriously. This thought was immediately thrown out the window when the alarms went off and a few seconds later a dozen E.P.F soldiers came out and pointed their weapons at the robed figure.

"Freeze!" one of the soldiers ordered, "Put your hands in the air or we will open fire!"

The cloaked man just scoffs and start walking away from them.

"Said freeze and put your hands in the air!" the soldier said, but the mysterious figure ignored him and kept walking "Fire!" the soldier said and they all open fire at the Robed figure.

Only for the shadow figure to put an orange force field around him and lasers blasts bounced off and were redirected back the soldiers. One by one they were all knocked down. The robed 'hmphed' and walk through the portal and closed it completely. If he had stayed a few seconds longer he would have seen Bishop walking in.

"What happened here?" Bishop asked himself.

"Bishop sir." One of the E.P.F soldiers said getting his attention, "All of the kraang prisoners have gotten out their calls."

"What?!" Bishop shouted before groaning, "This is not good. Who in their right mind would free the kraang?" he asked himself.

* * *

 **Unknown location**

In an unknown area, there is a warehouse that was once a kraang hideout, the shadowy figure places the stasis chambers all around the area and opens each and every chamber. Each kraang slowly crawls out and is a bit groggy for in a stasis chamber for a while. They look around to see where they are.

"How are you all feeling?" The cloaked figure asked them in a dark voice. But they all gargled at him, and obviously, he doesn't understand them. "By the way, there are robot bodies and weapons back there for you to have." He said pointing at a pile of kraangdroids, laser blasters, and hover drones (unsure what they're called, but I think you know what I'm talking about).

The kraang each go in a robot body or a hover drone, and afterward, they surrounded at the shadowy figure and point their weapons at him. **"Kraang wishes you to identify yourself."** A kraang soldier said.

"There is no need to get hostile. We are all friends here." The robed figure said before he took off his cloak revealing himself. He looked like some sort of demon. He was well built, had goat horns on his head that were curved backwards, hooves for legs, long massive tail, yellow skin, red eyes, two sharp fangs growing out of his jaw. Also had some weird gauntlets and belt on.

"My name is **Savanti Romero**." He said introducing himself.

 **"Kraang wishes to know what the one called 'Savanti Romero' wants with Kraang."** A Kraangdroid said.

"Simple we each share a similar goal. I want to conquer all of space and you wish to take over worlds to them like your own. I want to form an alliance and become your new leader." He said. Making the kraang think they should hear him out, so they lowered their weapons but still kept him surrounded.

 **"Kraang wishes to know why the one called 'Savanti Romero' should lead Kraang if he's not a Kraang."** The same Kraangdroid said.

'wow they kraang a lot, this gonna get old quick.' Savanti thought to himself. "Because I am a time master. I being who travel through time without any consequences. I had power and a device that could rule all of space and time until I was stopped by those that time master in training and those disgusting turtles." He said bit angry.

That statement on about the turtles got their full attention. After all, they follow a rule that an ally of the turtles is an enemy of the kraang, and an enemy of the turtles is an ally of the kraang, well unless it's the Triceratons of course.

 **"Kraang also has encountered the ones called the turtles. And have given kraang a lot of the phrase which known as 'trouble'.**

"I know that but with my guidance and your technology, we finally achieve our goals. I've got big plans for kraang, big plans indeed. Hahaha." Savanti laughs.

 **(Here is the Lion King moment)**

(Ost- I have a plan from 'The Lion Guard') Savanti sings:

" _ **They thought I was defeated.**_

" _ **But very soon we'll see."**_

" _ **The time I returned from the plains."**_

" _ **So triumphantly."**_

" _ **I never thought I'd have this chance."**_

" _ **Oh, how long it's been"**_

" _ **Another opportunity"**_

" _ **And this time I'll win."**_

" _ **For I have a plan."**_

" _ **I'll enlighten you now."**_

" _ **Yes, I have a plan."**_

" _ **I'll let you know how."**_

" _ **Just follow my lead, that's all you need. Yes, I have a plan."**_

" _ **We'll gather reinforcements in dimensions."**_

" _ **We'll unify them all under our lead."**_

" _ **And once our league is assembled"**_

" _ **We will be victorious."**_

" _ **It will be glorious!"**_

" _ **And the Earth's terrain."**_

" _ **Will soon be our domain."**_

" _ **For I have a plan."**_

" _ **Yes, it's true."**_

" _ **Yes, I have a plan."**_

" _ **It's what we'll do."**_

" _ **Follow my lead, that's you need, I have a plan."**_

" _ **Yes, I have a plan."**_

" _ **It's wonderful scheme."**_

" _ **I have a plan."**_

" _ **And pursue our dream."**_

" _ **Follow my lead, that's all you need."**_

" _ **Yes, I have a plan."**_

* * *

 **Back with the turtles**

On a rooftop the turtles just finished patrolling the city for any signs of dangerous activity, so far there was nothing except few gangsters like the purple dragons mugging people but that was that something they easily take care of since Hun wasn't with them. Leo even toke down a burglar trying to rob a gas station (while wearing a disguise of course), but again that was no problem he couldn't handle. It would seem like the city does need them since was no major threats around, or so they thought.

"Uh, there is nothing big going on the city anymore." Raph said, sort of complaining.

"Guys let's face it this city doesn't need us." Leo said.

"You guys don't know how wrong you are." Said a mysterious, yet familiar female voice. Catching the turtles off guard.

"Hey, I know that voice… I can it be!" Mikey said excitedly.

A few seconds later a portal opens up to reveal a girl wearing a dark blue collar with several glowing body clocks, light blue clothing, dark blue boots, dark gloves, a blue cape, silver shoulder pads, gauntlets, and a helmet. Alongside her was Bishop.

"Hello, turtle warriors." She greeted them with a smile.

"Renet!" Mikey said excited to see his crush and runs up to her and gives her a hug, "I missed you girl."

"I missed you too, Mikey." Renet said as Mikey lets go of her.

"Hey Bishop what are you doing here?" Mikey asked.

"I am here because this young one informed of something important." Bishop answered him while turning towards Renet.

"What is it, Bishop?" Leo asked.

"The Kraang have been liberated from TCRI." Bishop answered, getting a shocked gasp from the turtles.

"Who in their right mind would free the Kraang." Leo said.

"Savanti Romero." Renet said, shocking them even more.

"What would Savanti want with the Kraang?" Donnie asked. "I followed to TCRI where Bishop here and told about everything."

"And how is he back?" Raph asked.

"Short version he used a time portal device that I… accendently left back in Cretaceous period when came to check on him." Renet said with a nervous laugh.

"Are you serious? It's your fault again! You have got be the worse-" Raph started to say before Mikey interrupted him.

"Hey, she needs our help, not your attitude Raph!" Mikey snapped at Raph, "Don't worry I got your back… and front." He said, making Renet giggle.

"So, what does Savanti want with the Kraang?" Leo asked.

"Honestly I have no idea." Renet answered.

"Do you where they are at moment?" Leo asked turning to Bishop.

"No, we were unable to find their location." Bishop answered before getting a call on his earpiece, "Yes… What?!... I'll be there right way." He said before turning to the others, "Apparently their location has now been found. They're in Dimension X attacking the Utrom base." Shocking everyone.

"We need to get there now." Leo said.

"Affirmative. Follow me." Bishop said, leading back to TCRI.

* * *

 **Dimension X**

 **Music- Pokemon Black and White 2 ost- Battle! Team Plasma**

The Kraang have already started attacking the Utrom and freed all the Kraang soldiers that were a prisoner there. And not only that the managed to get Biotroids (those blue gorilla droids with butt cannons), Walkers, Dracodroids, Traag and Granitor, and surprisingly even a Technodrome. It was a complete war with the Kraang and Utrom with the Kraang winning due to Mainly Traag and Granitor.

Rook, Pawn, and Queen are currently behind cover shooting back at Kraang wondering where Bishop is with back up, "Where is Bishop?" Queen asked.

"He and the turtles should be here any second now." Rooked answered.

Right on cue the turtles (wearing their breathing tubes), Renet (wearing a mouth guard to help her breath), and Bishop arrived through a portal, witnessing the battle going on.

"Alright, Ninjas take 'em down." Leo ordered as the turtles start attacking kraangdroids.

Mikey did a swift kick to two kraangdroids before throwing a smoke bomb on the ground changing into his Savage Mikey custom "Yeah! Savage Mikey is in the house." He said.

"You don't know how I've waited for some real action." Raph said while taking down some kraangdroids.

Leo slashed four kraangdroids until a Biotroid came tried to smash him, but Leo dodged all stikes and then Donnie swing a hover drone at the Biotroid's head causing to be disoriented. Leo toke this opportunity to kick the kraang that was on it off, and Raph came in and stabbed the piloted part, causing it to deactivate.

While the turtles were fighting off the Kraang, Bishop and Renet run-up to the Utrom council "Bishop glad to see you made it." Rook said, before turning to Renet, "Who is she?" she asked.

"Her name is Renet and she is here to help with this situation." Bishop said.

"Hey there." She greeted them.

"Hello, and is there any chance you two can explain how the Kraang returned." Queen asked.

"Well, an evil time master named Savanti Romero has freed them from TCRI, but I'll tell the rest of the details later." Rent answered.

"Alright then." Queen said.

"Well well well, if it isn't Renet and her turtle knights." A voice said getting their's and the Utrom council attention, they look up to see Savanti Romero floating in the air, "Long time no see, has in it." He said with a smile.

"Savanti. Why would you free the kraang." Leo asked while glaring at him.

"Simple we share a similar goal. And I thought I could use an army to help with my plans." Savanti said.

"What plans?" Raph asked.

"You'll have to wait to find out. Wouldn't want to ruin the surprise would we." Savanti said, before turning to his wrist communicator, "Is it ready?… Perfect." He said before turning to the heroes. "I'm afraid I have to cut our meeting short since it took you a while to get here. But we've got other business to take care of. Kraang retreat to the Technodrome!" Savanti ordered.

Then multiple portals opened up and each Kraang soldier including Biotroids, Dracodroids, Walkers, and the two rock soldiers went into the portals to get abroad the Technodrome.

A portal even opens up for Savanti behind him. "See you all next time." He says before going into the portal.

Once every kraang got into the Technodrome it powered and fire a laser from the large eye looking part of it and created a portal big enough for the Technodrome, stunning the turtles.

 **Music ends**

"Since when can a Technodrome create its own portals?" Donnie asked.

"We install portal projection programming inside them, in case we need bring to them to earth for a massive threat." Bishop answered.

"Great idea." Raph muttered to himself sarcastically.

"So where is it going?" Leo asked while seeing the Techndrome going the portal.

"My guess is another dimension. Not sure where though." Bishop said as the Techndrome fully going through the portal and closing behind it.

"We have to stop them. We let them cause trouble on another planet." Leo said.

"Yeah don't know where they went." Raph stated.

"Not true. I happened to put have a tracker that can pinpoint where a Technodrome goes. It can also generate portals as well. We call it a U-tracker." Bishop said pulling out a wrist device and giving it to Donatello.

"Thanks, Bishop now we find where the Kraang are going." Donnie said as examines the U-tracker. After a few seconds, something comes up on it "Ah here we go! It says they went a dimension called Earth 616. Apparently, they're going to another Earth." Donnie said.

"I can't believe we have to deal with another Kraang mess again." Leo said.

"Didn't you say you missed them earlier today?" Mikey recalled, annoying Leonardo.

"Turtles you should hurry and head there. Make sure The Kraang don't bring destruction to that dimension as they have with yours." Queen said.

"Best of luck turtle warriors." Renet said.

"Wait, you're not coming with us?" Mikey asked.

"Sorry, Mikey I have to talk with the Utrom Council. But you four will do fine without me." Renet said.

"Okay, catch you later Renet." Mikey said before they hugged and he went back to his brothers.

 **Music- Ratchet and Clank: Into the Nexus ost- Main theme**

"Alright, guys we got another world to save. Let's not let the Kraang cause trouble to that world as they have ours." Leo said.

"Yeah, I've been itching to bash some bots." Raph said while cracking his knuckles.

"Donnie would you please." Leo said, give him the 'ok' to open a portal.

"You got it, Leo." Donnie said before messing with the U-tracker to create a portal.

"Everyone ready?" Leo asked and they all nodded."Then let's save Earth, uh Earth 616 I mean." he said correcting himself.

"Alright let's do this! Booyakasha!" Mikey shouted as he and his brothers run into the portal.

"Good luck turtles. The fate of all dimensions rests in your hands." Bishop said as he, Renet, and the rest of the Utrom council watch them leave.

 **Music ends**

The screen then freezes and turns to artistic blue color with Renet and the Utrom Council still in the same position ending the episode. (It basically did what it does when all TMNT episodes end).

A new journey begins.

* * *

 **Well, that ends that chapter Hope you all liked it and sorry if some the scenes were too short I was just get this done as fast I can so I could get my work done. And try not to judge too much on the Lion King moment if you're that kind of person. See you all next time.**


	4. Another New York

**Well here's the second chapter everyone. Enjoy!**

* * *

 **Chapter 2: A Second New York**

The turtles just come out of the portal traveled in to get to Earth 616. They land on a rooftop and ended up lading on their backs groaning. They get up to see where they are and in awe of what they see. There were tall buildings with Jumbotrons on them, crowded streets, and lots of other things that were similar to their city.

"Wow, it looks like we're still in New York." Leo said in awe.

"It's nice to see even if we're in another earth that there are some things that will still be the same." Donnie said, Leo only nodded in agreement.

"Yeah! Let's check this place out!" Mikey said excited, now back in his standard uniform.

"Chill Mikey, we still got a job to finish." Raph said to stop Mikey from goofing off already.

"Raph's right. We need to find Savanti and the kraang." Leo said focusing on the task at hand.

"We gonna to have to find where they are first." Donnie pointed out.

"Yeah, I know. Is there any chance you could find their Technodrome with that tracer of yours Donnie?" Leo asked.

"Well it was designed to know what dimension it's in, not where in the dimension." Donnie explained.

"Well, that's just great." Raph said sarcastically.

"But, I thought we followed it here." Mikey said confused, causing his brothers to facepalm at his stupidity.

Quickly getting back on track, "I could try to edit the U-tracker to help locate where the Technodrome actually is. But it could take awhile depending how this Earth is compared to ours. And if I can find a lab." Donnie explained.

"So, we have to search this whole city for a lab and a place for us to stay in. This is going to be a long day." Raph complained.

 **BOOM!** All the sudden the turtles hearing an explosion, or what sounded like one. They run over to the edge of the rooftop they're on and see Bank building with a crashed hole in the wall. And there was a man standing outside it with bags of money into showing he robbed the place. The man was huge and muscular, emphasis on 'huge', wearing red armor that looks nearly impenetrable, and his helmet covered his face except for his eyes and mouth. The turtles could tell he was much tougher than Rocksteady just from his appearance alone.

The turtles were staring at the man with shock at what happened. "Woah, dudes. That guy looks he could take down Rocksteady, Slash, and Leatherhead like they were nothing." Mikey said while staring at the man.

Raph nodded in agreement, "Yeah if the Triceratons were still around he could probably beat down half the army by himself." He replied. And that would be saying something. "Any ideas fearless leader?" Raph asked turning to Leo.

"We should go down there and take this guy down. Even though were in another dimension we should still help out, it's the right thing to do." Leo answered.

"Alright!" Raph said with a smile, before pulling out his sais and twirling them. "Let's whack this oversized piñata." He quipped before they leaped from the rooftop.

* * *

The man was walking away from the bank with the cash in his hands, thinking he's getting away with it. Until the turtles dropped down in front of him with their weapons drawn.

"Where do you think you're going, bucket head?" Raph said getting into a battle stance.

"Who are freaks supposed to be?" the armored man asked in a deep voice.

"We're ninja turtles, bro. And we're here take you down helmet face." Mikey quipped.

"The name's **Juggernaut** , reptile." The man introduced himself.

"Well, Juggernaut you're outnumbered. Surrender now and put the money down or we'll make you." Leo said pointing his sword at him.

Juggernaut just laughed at him "You freaks really think you can beat me?" he asked crossing arms.

"Yes, we can. We've taken down bigger people than you before." Leo said.

"What do you need all that money for anyway?" Raph asked.

"You don't need to know." Juggernaut said.

"Well, I'd say you could use it to buy a year supply of deodorant. 'Cause you sell smell worse than a sewer." Mikey joked, making Juggernaut angry.

 **Music: Red vs Blue ost- Mental Meta Metal**

"You dare insult me! I'll crack your shells like an egg!" Juggernaut shoued before charging at them with a battle cry.

But they easily moved out of the way and Juggernaut ran into a parked car, utterly demolishing it. He then stopped himself and turned to face the turtles.

"Team, take him down." Leo ordered.

"Let's do this. Booyakasha!" Mikey shouted as they all ran to engage Juggernaut.

Leo starts off with a few sword swings to his armored chest but it bounced off, he then jumped up to deliver a kick to his face but it did nothing do to the helmet, obviously. He did another sword swing but Juggernaut caught it before it made contact and delivered a strong kick at him, knocking Leo away. Donnie came from behind him to smack him on the head with his bow staff, but it also did nothing, and right when he was in front of Juggernaut in mid-air, he punched Donnie in the face sending him flying. Mikey then rushed over did a bunch of nun chuck swings on his head from all sides and Juggernaut tried to hit him while he was doing it but fail each time. But eventually was able to grab him by the leg and smacked him into an incoming Leo and threw Mikey at incoming Donnie. Then Raph came in to deliver a combination of sai swings and punches but had little effect. Juggernaut then grabbed Raph and threw him into a parked car.

Raph was groaning in pain as he started to sit up. Raph then growled while glaring at Juggernaut, "I'm gonna pry out of that tin can armor, Juggernaut." Raph said before he charged at the armored behemoth.

"You got guts, but you're still no match the Juggernaut." Juggernaut said, while charging at Raph and rammed into him sending Raph flying but Leo caught him before Raph could hit something, they were still sent back but not much.

"You okay Raph?" Leo asked with concern.

"I'm alright." Raph said while holding his chest. "But this guy is tough. How do we beat him?" Raph asked.

"Like we always, as a team." Leo said before Donnie and Mikey were sent flying to their direction and landed near them.

They both slowly get up while groaning, "Ugh, dudes this guy stronger than Rocksteady." Mikey said grunting.

"I Know." Donnie agreed.

"Alright team, let's take him together." Leo said, and they all nodded.

They all rushed in at kicked Juggernaut in the chest, causing him to get knocked down to the ground.

Juggernaut got up as if it was nothing "Is that all you got?" He asked before picking up a car and throwing it at them.

But they got out of wat in time. Then Juggernaut charged it them and that avoid that too, causing Juggernaut to hit the side of a building. He pulled himself out to face the turtles again. "You freaks are going down!" he claimed. He charged at them again, the turtles got ready for it this time, since they had a feeling he was going to do that again.

 **Music end**

But what happened next was something they didn't expect. When Juggernaut was in the middle of charging, a white web-like substance struck him in face sticking it to it. "What the-?" Juggernaut said surprised.

"Well if it isn't the big red baboon." A voice said.

"Who said that?" Raph asked, wanting to know the mysterious person.

 **Music: Marvel vs Capcom 3 ost- Theme of Spiderman**

A few seconds later the turtles see a guy wearing a red and blue costume with white lens swinging towards them. And landed in front of Juggernaut.

"Hey, Juggie. I see you're still breaking things? Don't you have any other hobbies?" the red and blue guy joked.

Juggernaut rips off the web-like substance from his face and sees the person responsible, and it's someone he is not happy to see. " **Spiderman**." Juggernaut said angerly.

"Hey, Juggernaut. How've you been? I see your odor is as bad as ever." Spiderman joked while waving a hand in his face, making Juggernaut growl in anger.

"Who the heck are you?" Raph asked.

"You don't know me?" Spiderman asked and Raph and his brothers shook their heads. "Well, I'm Spiderman. New York's very own superhero. Well, there are many heroes here, but I'm the main defender." He replied.

"Dudes. We're meeting an actual superhero. And we're in a city with more superheroes. This. Is. Awesome!" Mikey said excitedly.

"Who might you guys be?" Spiderman asked.

"How about we talk after we take Juggernaut down." Leo said, wanting to get back on track.

"Okay then. Let's see what you turtles got." Spiderman said, getting ready to face Juggernaut.

"Well prepared to be impressed, Spidey. Because you're about to have a front-row seat for how we do things." Raph said, twirling his sais.

"Let's do this. Booyakasha!" Mikey shouted as they all went at Juggernaut.

 **Music ends**

 **Music: Marvel vs Capcom 3 ost- Theme of Hulk**

Juggernaut charged at and like always they easily got out of the way, and Spidey shoots a web line at a piece of rubble and threw it at Juggernaut, causing him to stumble a bit.

"Wow Juggernaut, your aim is as bad as your odor." Spiderman joked, making Juggernaut angry.

"I'm gonna squash you bug!" Juggernaut declared as he charged at him again. Only for Spiderman to dodge and shoot a web line at a lamp post and trip him, while at the same time Donnie smacked Juggernaut in the back of the head with his bow staff causing him to fall harder.

"Nice teamwork." Spidey commented.

"Thank you." Donnie said with a smile.

Juggernaut gets up and to clapped his hands together and tried to smash the two, but they jumped out of the way in time. Then Spiderman webbed Juggernaut's face and while he was immobilized Mikey turned his nunchucks to a kusarigama chain and wrap it around Juggernaut's legs and pulled, while at the same time Spidey jumped and sprung off the back of his head making him fall down. Mikey and Spidey high fived each other. Juggernaut got back up and was getting angry, he picks up a piece of rubble and throws it at them and they jump out of the way in time. Juggernaut tries to punches the two of them but they avoid it and his punch hits the ground. He tries again but the same result happened, and then Mikey and Spidey taunted by putting their pressing thumbs on their heads and failing their fingers while blowing raspberries at him (sticking your tongue out and going 'pffffttttttttt'), making Juggernaut really mad. He tries to punch and smash the two but they avoid each time he tries. That was enough time for Leo, Donnie, and Raph to run and kick him square in the face causing him to be sent to the ground. He gets back up but is a bit tired so Spiderman uses this opportunity to shoots a web line at him and shocks Juggernaut like it was a taser and then Juggernaut falls unconscious. Spiderman then webs him up for him to be taken in for custody.

 **Music ends**

"Nice work team." Leo said to the group including Spiderman before they all hive fived each other.

"Yeah, you guys were awesome." Spiderman said with a smile under his mask.

"Thanks, Spider-dude." Mikey said.

"Anyway, I think it's time we introduced ourselves. As I said before I'm Spiderman, New York's number one superhero." Spider said pointing to himself.

"So, what? You have the powers of a spider." Raph asked raising an eyebrow.

"Yeah pretty much." Spidey simply answered.

"Okay, then." Raph said.

"Anyways my name is Leonardo and this are my brothers Raphael, Donatello, and Michelangelo." Leo said.

"You guys are named after artists?" Spiderman asked.

"Uh yeah." Leo said.

"So, what brings you guys here? Are you guys Inhumans or something?" Spiderman asked, making the turtles confused.

"Inhumans? We're actually mutants." Donnie said.

"You're mutants? You're not like any kind I've seen before." Spiderman said.

'They are mutants here?' Donnie thought to himself.

"That's probably because we're from another dimension." Mikey said making his brothers' eyes widen.

Raph smacked him behind the head for saying that, "Mikey!" he shouted angrily, thinking Spiderman wouldn't believe that statement even though it's true.

"You guys are from another dimension?" Spiderman asked.

Leo, Donnie, and Raph were about to say something until Mikey spoke first "Yup." He simply said with a smile, earning another smack from Raph.

"Okay." Spiderman said surprising the turtles.

"Wait, you believe us?" Leo asked still a bit surprised.

"Yeah, I've met people from other dimensions before." Spiderman said.

"Well, that makes things easier." Donnie said.

"So, brings you guys to earth?" Spiderman asked.

"Well, technically we from another earth. But it's a long story." Donnie said and starts to explain more details.

* * *

 **At the Technodrome**

 **Music: Ratchet Deadlocked ost- Catacrom IV- Valley of Hero**

The Technodrome as arrived and is hovering an ocean, what and where is undefined. The Technodrome then goes deep into the ocean to avoid detection. Also had to shut it down in order to save power and the mutagen it runs on. The Kraang are now stocking up on weapon supply and repairing their equipment. Savanti is at the main control area of the Technodrome to checks the status of the Technodrome.

"What's the status on the Technodrome?" Savanti asked the Kraang pilots.

"All systems are in optimal condition." A kraang pilot said.

"Good. Now is there anything unique about this world that should be concerned." Savanti asked.

"According to Kraang's database, this world known as Earth 616 has many resources, history and other statuses that are similar to Earth 7(the turtle's dimension)." The Kraang pilot explained.

"I can see that, but what are the differences?" the evil time master asked.

"Searching…according to Kraang's database there happens to be substances that could be helpful to Kraang's cause." The pilot said.

"Go on." Savanti wanting to hear more.

"Apparently there is a metal alloy known as 'Vibranium', the metal known as 'Vibranium' is said to be nearly indestructible. And there is another metal alloy known as 'Adamantium'. And just the metal which as 'Vibranium' it's virtually indestructible." The Kraang pilot answered.

"That's useful indeed, very useful." Savanti said with a grin. "Where are they located?" he asked.

"The substance known as 'Adamantium' is all around the world, but it is difficult to find. The metal known as 'Vibranium' however is primarily located in a country known as 'Wakanda' which is in the continent known as Africa." The Kraang pilot said.

"Okay, so Adamantium will be difficult to get, but Vibranium should be easy to get if it's Africa. Even if it is guarded people in Africa have no way fending off invasions with high tech weaponry." Savanti said completely underestimating what Wakanda is capable of.

"Kraang wouldn't say it be the term known as 'easy'." The pilot answered.

"What do you mean?" Savanti asked raising an eyebrow.

"The country known as 'Wakanda' has dealt with invasions to its nation before, some of those invasions were alien-like. Also, Kraang has confined that it the place known as 'Wakanda' is the most advanced country in this world despite its ancient ritual tradition." The kraang pilot said.

"A world where a country in Africa is the most advanced place in the world, that's certainly unusual. Is there any easier way to get Vibranium or Adamantium?"

"According to Kraang's database, there is a terrorist organization known as 'HYDRA' and another one known as 'AIM' that is known to be using those substances. But mostly they have an alloy known as 'Carbonium' which also has the same accusation as the substance known as 'Adamantium' only it is less difficult to locate." The Kraang pilot answered.

"Hmm so then it looks like we're going to have to make some business partners then. See if you can contact AIM and HYDRA to see if they make some trades with us, we will offer them some weaponry and mutagen for any Adamantium or Vibranium they have." Savanti said.

"Affirmative." The pilot replied. "Also, Kraang advise that you look at Kraang's data file on the issues that Kraang may encounter." He said giving the data pad to Savanti.

Savanti looks at data pad files for a bit before speaking up, "So, according to Kraang this world has its own defenders known as-" he stopped talking as he realized he was starting to talk like a Kraang in his sentence. 'Godamn it, now I'm doing it.' he thought to himself while rubbing his temples before continuing to speak, "The Avengers, X-men, Fantastic Four, etc. And even a military force called SHIELD. Hmm, I'll continue to look at this while you try call AIM and HYDRA for any trade offers." Savanti said while still looking at the datapad about each superhero team and their members.

"Affirmative." The Kraang pilot said as Savanti starts walking out of the room.

 **Music ends**

* * *

 **Back with the Turtles**

The turtles and Spiderman finished with fighting with Juggernaut and are now on a rooftop a building. Donnie had just finished explaining everything about why the turtles are here.

"So, let me get this straight. There's an alien race called the 'Kraang', a race of brain squid creatures that invade worlds to turn people into mutants and the planet they're invading a world to make it like their own?" Spiderman asked making sure he got everything right.

"Yeah, and they're lead an evil time master." Donnie responded.

"Right. Well lucky for you guys I know just the people who can help us out." Spiderman said.

"Really?" Leo asked.

"Yup, we got a military called SHIELD, and superheroes teams like the Avengers, the Fantastic Four, and the X-men. Trust me we a lot of people who can help with situations like this." Spiderman said.

"Great, that's just what we need." Leo said with a smile.

"Awesome we get to meet more heroes." Mikey said excitedly.

"Alright then all-aboard the Spider-jet." Spiderman said as he de-cloaked a jet with a red and blue theme.

The turtles look in awe at the jet. "Woah, you have your own jet?" Raph said while still in awe.

"Yup. What did you think I walked here?" Spiderman said.

"You're so awesome Spidey." Mikey said.

"Thanks, Mikey, now let's go." Spiderman before entering the jet and the turtles soon follow salute. Once inside Spiderman sits in the pilot seat, "Hey, who wants to be co-pilot?" he asked turning his head towards them.

"I'll do it." Leo simply said, going up to a seat next to Spiderman in the co-pilot seat. And his brothers seat hanger area. "So where are we going?" Leo asked.

"To the Triskelion. It's where SHIELD H.Q. is. It's also where SHIELD Academy is located where we train new heroes." Spiderman answered, and Leo nodded. "We are going to talk to Nick Fury the director of SHIELD and the Avengers who should be there since some of them are Instructors. So, don't we'll get this Kraang situation handled, we just have to work together."

"Thanks, Spiderman. We really appreciate the help." Leo said with a smile, already making allies someone when they haven't even been in this dimension for a day.

"No problem. Helping people out is what I do best." Spiderman said with a smile behind his mask.

Leo smiled a bit before asking a question, "By the way is any chance you tell more about these Avengers? I'm interested to know what these heroes are like." Leo said.

"Yeah, I want all about the other Superheroes too!" Mikey said from the back.

"Sure thing. Let me tell all about Earth's Mightiest Heroes." Spiderman said, starting up the jet and making it take off for SHIELD Academy.

The screen freezes as soon as the jet is flown out of sight, leaving a new york city background turning to an artistic brownish color (Like I said before, about how all TMNT episodes end).

* * *

 **Well, that's the end of this chapter. Next chapter the turtles go to SHIELD Academy and meet other superheroes. By the way, I'm going to do chapters where Spiderman breaks the fourth wall and narrates his adventures and does Spider Fanasties like in the show and Mikey will join with him on that. Why, because to me he seems like he would do this kind of thing since Mikey gets distracted a lot. Anyway, see you all in the next chapter.**


	5. Meeting SHIELD

**Hey, guys here another chapter of the TMNT and Spidey crossover. I'd want to point out that in this chapter some of the defenders from the Marvel comics are going to be students at SHIELD Academy, why because they were on a team with Iron Fist and Power Man and a really good one in my opinion. Also Great Saiyaman54 yes Spiderman get along well with both Donnie and Mikey, but I going have it be mostly Mikey. And also thanks for the idea of Leo admiring Captain America and Donnie doing the same with Iron Man, but I was planning on doing that anyway, though I do appreciate the help on ideas. Anyway without further ado, let the chapter begin.**

* * *

 **Chapter 3: Meeting SHIELD**

On board the Spider-jet the turtles and Spiderman are on their way to SHIELD Academy, during that time Spiderman finished telling the turtles all about the Avengers, Fantastic Four, and X-men.

"And that's everything about Earth's heroes." Spiderman said.

"Wow, that's incredible that a group of heroes is able to do so much to protect the world. It's great to see that this world has protectors willing to defend it at all cost." Leo said, who was still in the co-pilot seat.

"Yeah, those Avengers sound awesome the same with the Fantastic Four." Raph said from the back.

"Yeah, and that Hulk guy sounds like a larger and angrier version you on steroids Raph." Mikey said, angering Raph.

"I like how the X-men are trying to make peace among humans even though they're different. We could learn a thing or two from them." Donnie said.

"Yeah, maybe but we mainly try to stay away from society Donnie, not join them." Leo said.

"Yeah, I know but it would nice for us to able to live amongst humans without having to hide from them all the time." Donnie said with a small smile.

"Donnie, that will never happen." Raph deadpanned.

"Hey, there's a first time for everything Raph." Spiderman said.

"Whatever." Raph simply said.

Then the news came on from the screens that were inside the jet. The channel showed a DBC in the corner and a man with brown and white hair, a mustache wearing a blue tuxedo came up on the screen. _"Breaking news. Earlier today there was a bank robbery and a series of collateral damage caused by the armored villain the Juggernaut. But most of it was caused by that no-good wall-crawler Spiderman! He and his new gang of criminals, who happened to be some kind of turtle freaks started causing destruction across the city and endangering many lives! Listen you wall-crawling menace, I know you're out there and I will everything in my power to make sure you are behind bars and the city is safe from-"_ he was cut off when Spiderman turned off the news.

"What was that about?" Leo asked Spiderman.

"Oh, that's just J. Jonah Jameson. He always does that when something bad happens in New York. And whenever he starts his daily news." Spiderman answered.

"How often does he do that?" Leo asked.

"Like every day. He's the reason why 80% of the people in this city hate me. He tells everyone in the city that I'm a menace to society and the one who is responsible for all the chaos that happens in the city." Spiderman said.

"Wow, what a prick!" Raph said bit angrily.

"I can't believe you have to go through that, man." Mikey said with a stern look.

"I know, but I'm kinda used to by now." Spiderman said before he starts to see a familiar island like base that's over water with a huge satellite building on top. "Well we're here guys, welcome to the Triskelion."

The turtles look out the window to the Triskelion SHIELD base and stare at awe at the sight.

"Woah." Was all Donnie could say.

"So, this is where new heroes are trained?" Leo asked.

"Yup. And it's SHIELD headquarters." Spiderman answered. Then he flew in further to the Triskelion and eventually landed the jet in the parking area. "Alright so before we go talk to Fury, is there anyone you guys wanna meet?" Spiderman asked the turtles.

"I want to meet Captain America. He reminds me of my favorite TV show's protagonist, and I could learn some leadership skills from him." Leo said with eyes full of joy.

"I want to meet Tony Stark. The way he makes so many armors and brings them into combat so cool. He could help me with so many of my inventions, and even make me my own suit of armor! Do you think he can make me a suit of armor?" Donnie asked Spiderman.

"He might if he likes enough." Spiderman answered.

"Awesome!" Donnie said excitedly.

"And I wanna go a few rounds with the Hulk. I'd like to see how tough this guy really is." Raph said with a smirk.

"Okay, just don't be surprised if he beats you with just a finger. How about you Mikey, who do you want to meet?" Spiderman asked the turtle.

"I don't know, they all seem cool but, uh…I don't see anyone I could really become buds with. I guess I consider you my favorite superhero Spidey." Mikey said with a smile.

"Thanks Mikey." Spidey said.

* * *

 _Time freeze: Four wall break/Spider narration_

"Wow, meet a guy for less than a day and he already considers me as his favorite hero, how cool is that. Something tells me that me and Mikey are going to get along well." Spiderman said to the audience.

"You got that right Spider-dude." Mikey said from behind him, surprising Spiderman.

"Mikey?! How are you here?" Spiderman said surprised at his sudden appearance since this is in his head.

"I don't know. I normally daydream and doze off a lot, but this is new for me." Mikey said.

"Huh. Well, I've always wanted a partner in my narrations. So, do you want to be it?" Spidey asked.

"Yeah, Spidey." Mikey said with a smile, before the two did a bro shake. "Jokesters for life!"

"You got that right." Spiderman said, "Yup, we're gonna get all just fine." He said to the audience.

* * *

 _Time resume: Back to reality_

"Alright let's go guys." Spiderman said and the turtles nodded.

The hatch door opened and the five teens stepped out and the turtles got to see the entire view of the Triskelion from a normal view.

"I got to say this place looks pretty cool." Leo said.

"Yeah, it is. After we talk to Fury how about I give you guys a tour of the place?" Spider asked.

"Sure thing Spiderman. That'd be nice." Leo said with a smile.

"Yo Spidey!" a voice called getting the five teens' attention.

They see five people walking towards, one of them was wearing a custom similar to Spiderman but it was black with red outlines and he looked younger than him. Another was wearing a custom with black bulky armor with a white spider emblem on his chest. The third was wearing red, white, and blue armor and had a yellow visor on his helmet. The fourth was wearing a custom that was also similar to Spiderman but the upper part of his custom (from the mask to his shoulders) was black except for the red lens and the rest of his custom was red, except for the black spider emblem on his chest. And the fifth had a red and gold armor with a design similar to Spiderman.

"Hey guys, how's it going?" Spidey asked.

"Nothing much, I just did work out and few training sessions with the some of the newbies." The person in black and white custom said.

"Was there any trouble with them?" Spiderman asked him.

"Nah, they were all good." He replied.

"That's good to hear." Spiderman said.

 **"So, who are these guys?"** the guy in red and gold asked looking at the turtles.

"Oh, these are just some new friends I made while I was out in the city." Spiderman said.

"Hello there, my name is Leonardo, and these are my brothers Raphael, Donatello, and Michelangelo." Leo introduced himself and his brothers.

"Hey." Donnie and Raph said.

"What up." Mikey said.

"Guys meet Miles Morales aka Kid Arachnid, Agent Venom, Patrioteer, Scarlet Spider, and Iron Spider." Spiderman introduced pointing to each hero perceptively.

They all say hi except for Scarlet who only answers with a 'Hmph'.

 **"So, are they new students joining the academy?"** Patrioteer asked.

"Not exactly. There is a certain problem that these four need to discuss with Fury, but I plan on making arrangements." Spiderman answered.

"What kind of problem?" Miles asked.

"I'll explain later, but right now we have to meet Fury. But let's introduce you four to the rest of the students." Spiderman said.

"Alright." Leo said.

"Where are the rest of the students anyway?" Spidey asked.

 **"They're all in the training room along the instructors."** Iron spider answered.

"Okay then let's go." Spiderman said, and the turtles nodded as they and the other four heroes follow Spiderman to the training area.

* * *

 **Training Room**

 **Music: Sonic Adventure 2 ost- Suitable Opponent**

In the training room, the SHIELD trainees/students are doing training exercises with combat against robots, turrets, or even some of the instructors and tutors. The students, who happen to be Mary Jane Watson a.k.a Spider-Woman, Francine Beck a.k.a Mysterio, Alexander Sytsevich a.k.a Rhino (who is in a rhino suit that is similar to the in the Earth – 1610 comics, only it's not as bulky), Adrian Toomes a.k.a Vulture (who is in a vulture suit that is similar to the one in Spiderman Homecoming), Jessica Jones a.k.a Knightress (same Knightress custom only without the mask), Daredevil, Hellcat, and Gargoyle. And the instructors, who happen to be some of the Avengers like Captain America, Hawkeye, Ant-Man, the former Avenger: Whizzer, Tony Stark a.k.a Iron Man, Falcon, and Hulk, the last three are guest instructors. And the SHIELD graduates/tutors, who happen to be White Tiger, Iron Fist, Luke Cage a.k.a Power Man, Nova, Triton, Squirrel Girl, Cloak, and Dagger.

Each doing their own thing. White Tiger was sparring with Hellcat, the two were almost equally matched with each other. Power Man is sparring with his girlfriend Jessica Jones (Yeah, I'm making them a couple since they're married in the Earth 616 comics) these two were also equally matched with each other.

"Come on Jess, is all you got?" Power Man taunted.

"Oh, trust me I'm just started. Just because you're my boyfriend doesn't mean I'll go easy on you." Jessica said with a smile.

"Like I'd expect you to." Power Man replied, before getting back to sparring with her.

Rhino and Gargoyle were taking on the Hulk in a sparring match and let's just say this match was not like the last two, this one was one-sided. For Hulk obviously. He was pretty much stomping the two. Iron Man, Falcon, and Nova were doing some practice flying with Vulture while taking out laser turrets. Spider-Woman was taking down SHIELD robots along with Ant-Man. Mysterio was teaming up with Cloak and Dagger and taking out SHIELD robots and turrets.

"You're getting better at working with people Francine." Dagger complimented while throwing light daggers at turrets.

"Thanks, Dagger." Mysterio replied while shooting purple energy bolts at more robots.

Daredevil is teaming up with Hawkeye to try and tag Whizzer (when I mean tag I mean try to hit him while he is running). It was mainly to train Daredevil on his enhanced senses, but he and Hawkeye were able to get in a few hits. As for Captain America, he was mainly observing the everyone's progress he was impressed to see the student's improvements.

At that time Spiderman, the turtles, and the other four heroes arrived at the training room and the turtles are at awe at the size of the training room, it was bigger than their whole lair. They were also amazed at the training sessions that was going on between the heroes. Each hero showed a various set of skill that made it quite clear that they were capable of being able to bring down baddies like the Kraang.

"Hey Cap, how's it going?" Spiderman said to Captain America as the nine walked over to him.

"Hey Spiderman, we're just over team exercises and as you can see everyone is doing an outstanding job." Captain America said.

"Well, it seems like everyone here is making progress in becoming heroes." Spiderman stated which Captain America nodded to.

Leonardo toke this opportunity to meet Captain America, the hero he has been wanting to meet since Spidey told him about him. "Excuse me, are you Captain America?" Leo asked the super soldier.

Captain America smiles at him "That's right soldier. Friend of yours's Spiderman?" Cap asked him.

"Yup, that's Leonardo and those are his brothers Raphael, Donatello, and Michelangelo." Spiderman introduced them to Cap. And they give a 'hey' or 'what up' from Mikey. While Leo gives a more enthusiastic response.

"So nice to meet you, sir." Leo said with joy.

Captain America smiles at his response, "Are they new students?" he asked the wall-crawler.

"No, not exactly, they've got something that we need to tell you and Fury. I just thought they should meet the other heroes first." Spiderman said.

"Oh, I see. Everyone take five!" Captain America called out to the heroes that were training.

 **Music ends**

As soon they heard that they all stopped at what they were doing and came up to Captain America.

 **"What's the deal Cap? We've only been doing training for an hour and a half."** Iron Man asked.

"I know but Spiderman wants to introduce some new friends of his." Captain America said.

"Hey, guys like to introduce some people who may join the academy, this Leonardo, Raphael, Donatello, and Michelangelo." Spiderman said.

And the turtles said 'hey' and so did the other heroes, only who didn't say 'hi' was Raph.

"I never said I was joining the school." Raph said a bit rudely, earning an elbow to the arm from Leo. He got the message and said 'hey' back.

"Hey, Hawkeye can get Nick Fury in here?" Spiderman asked the archer.

"What for?" Hawkeye asked the wall-crawler.

"We got to speak to him about something." Spiderman said.

"Alright." Hawkeye said, before walking out of the training to get Fury.

While Hawkeye went to get Fury the turtles take this opportunity to meet the heroes they've been wanting to meet. Leo went to have a chat with Captain America.

"Hey, Captain I hear you're the leader of your team." Leo said.

"That's right, what about it?" Captain America asked.

"Well, I hoping for some good leading advice." Leo said.

"Okay, what do you need?" Captain America asked.

"Well, there is a crisis that me and my team deal with that we haven't dealt with in a long time and one of the times I was severely injured. At that time wasn't able to support my team as much, there are times where feel like I may let them down. I just don't them to fail them because I wasn't good enough to support all the way throughout the battle." Leo said with his head down.

"Listen." Captain America starts to say as he puts a hand on Leo's shoulder. "Every leader fears about failing their team, but that doesn't mean their failures. And can't let that fear get to you because if you do, all that pressure will build up inside you and you won't be able to support your team when they need you the most. Good leaders always put their team before themselves which I'm sure you do, but you got to believe in yourself before you can get your team to believe in you. You have to show your team that you have the will to lead and fight beside them because if you show courage then they'll fight with you no matter what." Captain America said to Leo, which inspired him.

Leo smiles, "Thanks Cap, that's just what I needed." He said.

Captain America smiles back, "Anytime soldier."

Not far from them Donnie got the opportunity to talk to Tony Stark.

"Tony Stark I Presume?" Donnie asked him.

 **"Yeah, that's me."** Iron Man said before he retracted his faceplate to reveal his face, "What do you need son?" he asked.

"Oh nothing much, I just heard so much about you and how you create such cool armor and how you saved the world with your inventions, and I have to say I am now a big fan of your work." Donnie said with a huge smile.

"Well thank you." Tony Stark said with a smile.

"And I'm also an inventor myself and have made things that have helped save my world a couple of times and I'm really interested in how to make such fascinating armor." Donnie said.

"Well, it's nice to see someone who into science as much as me." Tony said with a smile. And the two started to nerd out, and while they were talking about science stuff, Raph got the chance to chat with the Hulk.

"So, you must be the Hulk, I hear you're the person there is." Raph said.

"That's right no one's stronger than me." Hulk said.

Raphael smiles "Great to know, how about you and I go few rounds. I like a battle with big, strong and angry guys." Raph said while lighting punching Hulk's arm.

"Hehe, just don't blame me if you get hurt, red stripe." Hulk said with a smile.

Not far from them Spidey and Mikey were meeting some of the other heroes.

"Hey Webs, how's it going?" Nova asked.

"Good bucket head, are the rookies given ya trouble?" Spidey asked.

"Nah, they're all doing a great job." Nova answered.

"We are capable of becoming good heroes like you Spidey." Mary Jane said.

"Each student has shown a great deal of skill that makes capable of becoming Avengers." Ant-Man said.

"I take it your Ant-Man?" Mikey asked.

"Yup, Scott Lang at your service." Ant-Man said.

"Can I see that shrinking thing you do?" Mikey asked him.

"Sure." He said before shrinking to the size of an ant and landing on Mikey's shoulder.

Mikey then looks at him in awe "Woah, that is so cool." He said before Ant-Man regrew at normal size. "Everyone here has such powers and outfits."

"Yeah a lot of them do." Spidey said.

"Hey, Spidey I got a custom too. I inspire after one of my favorite superheroes from my comics. Wanna see?" Mikey asked.

"Oh god." Raph said pinching the bridge of his nose. He really gets annoyed whenever Mikey puts on 'that' costume.

"Sure, I'd like to see." Spiderman said.

"Spidey, please don't encourage him." Raph said, not wanting to be embarrassed in front of so many heroes.

But right after that Mikey smoke bombed and changed into his Turflytle costume. "Ladies and Gentlemen, introducing Turflytle buzz buzz!" Mikey announced.

The sight made Spiderman, Miles, Harry Osborn, Mary Jane, Hulk, and Nova laugh. Captain America, Iron Man, and Ant-man chuckled. Raph and Scarlet groaned while rubbing their temples, and everyone else was a bit dumbfounded.

"What do you think buzz buzz? Pretty cool right, buzz buzz?"

"Hahaha! It's pretty funny." Nova said with a smile on his face.

"Ugh! Mikey, you annoy to death." Raph said to his goofball brother.

"Oh come on Raph, don't be a buzzkill." Spidey joked.

Mikey laughed at that pun, "Yeah buzz off Raph, I'm just having fun." Mikey said to him.

"Yeah, and Mikey maybe after a few years you could become the next 'Buzz' lightyear." Spidey said. The two jokesters then shared a laugh.

'Oh great, now there's two of them.' Raph and Scarlet thought to themselves.

* * *

 _Time freeze: Fourth wall break/Spider and Mike narration_

The two continued to laugh a bit before stopping. "See we're becoming good friends already." Spidey said to the audience.

"Yup." Mikey said.

"We're now crime fighting jokesters." Spiderman said.

"Yeah Boy!" Mikey said.

* * *

 _Spider and Mike fantasy_

 **OST- 1967 Spiderman Cartoon Theme (Instrumental)**

"It's the Crime Fighting Jokesters!" The Narrator announced as the scene switches to Mikey and Spidey are running towards the screen in a _Spider-Man: The Animated Series_ animation style.

"Starring Spiderman." The Narrator announced as Spiderman was wall crawling. "And Michelangelo." He announced as Mikey was doing acrobatics across buildings. "It's the Adventure of Spiderman and Michelangelo!" He announced as the two were standing on a rooftop standing next to each other with the 'The Adventures of Spiderman and Michelangelo' logo behind them.

 **OST End**

* * *

 _Back to Reality_

On that cue, Hawkeye returned to the training room and with was a man with a bald man with dark skin, a mustache, wearing a black with a black coat, and an eyepatch on his left eye.

"Spiderman!" the man called out to him, get his and the others attention.

"Director Fury." Spiderman said as walked up to him.

"Hawkeye said you needed me, what is it?" Fury asked.

"Well I made some new friends and they got something important to share." Spiderman said and motioning the turtles to 'come here' which they soon do.

"What the hell are you wearing?" Fury asked Mikey as he takes notice in his Turflytle costume, while Hawkeye laughs a bit.

"Just ignore him, Director, he's bit… much. Anyway, my name is Leonardo, and these are my brothers Raphael, Donatello, and Michelangelo. And we have something important to tell you." Leo said. Then he starts to explain more details.

* * *

 **Fury's Office**

The Turtles, Spiderman, Fury, and the Avengers including Whizzer are now in Fury's office after the Turtles explained everything to them about the Kraang and why they're here.

"So that's your story?" Captain asked the turtles who nodded. "Well if these 'Kraang' guys are that dangerous then they need to be stopped."

"Yeah these guys have done a lot of chaos and havoc in our world and we don't want yours to suffer the same." Leo said.

"Well, that's very noble of you guys to help out a place that's in need even when you didn't have to. That's what makes you true heroes and warriors." Captain America said.

"Thanks Captain." Leo said with a smile, although he was screaming in joy internally.

 **"Any chance you can tell what they look like and their 'Technodrome' or whatever you call it?"** Iron Man asked.

"Yeah took a look." Donnie showing them a hologram of what the Technodrome and a Kraang droid from his U-tracker. "They also wearing disguises that make them look human." He said as he shows them their human disguises look like from his T-Phone.

"Alright, thanks we'll have some of our agents look for them around the city." Nick Fury said.

"We'll have some Avengers look for them and the Technodrome around the world." Captain America said.

"We'll show those Kraang guys what happens you mess with Earth." Hawkeye said.

"My U-tracker could help find their Tecnodrome but I have to update in order for it to do that." Donnie added.

 **"Don't worry, I can help you that if you want?"** Iron Man asked.

"Really?!" Donnie said excitedly.

 **"Of course, I can fix or edited anything when comes to science. Plus, I like helping out those who admire my genius."** Iron Man said.

"Awesome!" Donnie said with stars in eyes.

"Yeah, but we still need a place to stay in." Raph said.

"Don't worry I'll make arrangements for you four to stay here at the Triskelion until this matter taken care of." Fury said.

"Thank you, Director." Leo said.

"Alright with that being settled, think it's about time we give you guys a tour of the place." Spiderman said.

"Sure, we'd like a tour." Leo said.

"Alright then follow me turtles." Whizzer said as he walked out the room, then Spiderman and the turtles followed salute.

"Alright let's get back to training the students, starting tomorrow we start looking for the Kraang." Captain America said to the rise of Avengers who nodded in response.

* * *

Whizzer and Spiderman showed the turtles every area of the facility like the classrooms, the lounges, the weapons area, the lab for where Donnie can work in, the training area, the cafeteria, the dorms, etc. Now the turtles and Spiderman are chilling in the cafeteria after seeing all of the areas in the facility. The turtles were sitting across the table from Spiderman and they all had pizza on their plates, no surprise coming from the turtles.

"I got to say this place is really cool." Leo said.

"Yeah, it's pretty nice. A great place to train new heroes." Spiderman said.

"So Spidey, I was wondering how did you end up in SHIELD in the first place?" Donnie asked.

 **Music: Undertale ost- Memory**

"Well, it all started after a year of becoming a superhero. I was fighting a criminal known as the Trapster: a guy who shoots glue out of guns when he was robbing a bank. After I caught him in his own glue substance the SHIELD Helicarrier arrived and Nick Fury offered me a membership to join SHIELD, he said he saw potential in me to become an even greater hero then I was back then and help prevent less property damage, since I caused a lot of at that time, but I declined his offer. So the day after me, Mary Jane, and Harry Osborn were in the cafeteria at my school. We were all enjoying ourselves until the Frightful Four a team of supervillains who found out that Spiderman is a student at my school, they also wanted revenge on me for putting the Trapster who was one of their teammates in jail. How they found out from Trapster when he put a tracking device on my costume when I was fighting him. I was able to change into my costume when no one was looking and was able to take them down but Harry got injured from the fight and I felt responsible for it. So later I met with Nick Fury again and decided to join SHIELD and to better improve myself in order to help those in need." Spiderman explained to them. The turtles were busy taking it in.

"Wow, so you joined to help better those who you care about and that are in need?" Leo asked.

"That's right because a wise man once told me with great power comes with great responsibility." Spiderman said to them. We all know who said that to him.

"Well, whoever said that is very good and wise man." Leo said, making Spidey smile under his mask.

"Thanks Leo, that means a lot to me." Spiderman said to him.

"Anytime Spidey." Leo said with a smile of his own.

 **Music end**

"Alright then after we're done eating we head to the training room and see what you turtles got." Spiderman said.

"Challenge accepted Spidey." Raph said with a challenging grin before they continued eating.

* * *

 **Training Room**

After they finished eating the five teens headed to the training room for practice combat. In the training not only were the Spiderman and Turtles there but the Web-warriors, Captain America, Hawkeye, Ant-Man, and Falcon.

"Alright then let's get this show on the road. Turtles, you're going to be teaming up with some of Web-warriors to take down some LMDs." Spiderman said to them.

"LMDs?" Raph asked.

"It's short for Life Model Decoy. They're basically robots that are programmed to turn into certain people and have that person's exact abilities and personality. A robot clone you could say." Ant-Man answered getting an 'Oh' from Raph.

"Now then let's assign teams. Leonardo, you're with Scarlet Spider. Raph, your partner is Agent Venom. Donnie, you're with Iron Spider. And Mikey, you're with Kid Arachnid." Spiderman said.

"Okay let's get this party started." Mikey said.

Spiderman got four LMDs in the training room and started with the controls for it. "Alright the LMDs are programmed to be many villains but today going with the Russian Hulkbuster: Crimson Dynamo." Spiderman said as he turned the four LMDs into a large red armor person with a star on his chest.

"Nice, my exact size for a piñata smacking." Raph said twirling his sais

"Like the way you think Raph." Flash said.

"Alright let's get started in 3…2...1…Go!" Spiderman said as turned on the LMDs to started the session.

"Alright, Turtles good luck." Leo said before each turtle went with their assigned partners to take the LMDs.

 **Music: Pokken Tournament ost- Training Gym- Stage Music**

First up were Leo and Scarlet taking on one of the Dynamo LMDs. The LMD fired some repulsor blasts from its palms at them but they dodged the shots, Leo then up and did some sword slashes on its armored chest which didn't do much and the Dynamo LMD tried to punch Leo but he jumped back out of the way in time and it's fist hit the ground. Scarlet then came in and shot web bullets in the LMD's face and while it was distracted he retracted his stingers and jumped on the back of its neck and started slashing it, which made some tiny slash marks on it. He then jumped off the LMD but before he could land on the ground the Dynamo LMD grabbed by the leg and threw into a pillar but Scarlet manage to land on the pillar safely by sticking on it. The Crimson Dynamo LMD powered up to fire another repulsor blast but Scarlet shot a web at its hand causing it to jam and making it unusable. The LMD powered up another repulsor blast from its other hand and was about fire it at Scarlet, but it was hit a shuriken from Leo causing it to be unusable. Leo ran up threw a smokebomb in front of the LMD, it was distracted by the smoke making Leo get the opportunity to slash it in the face, after he jumped behind it and slashed it's back, slid underneath the Dynamo LMD and did two sword slashes on its chest causing slash marks. He then stabbed it with both swords in it chest and Scarlet stabbed his stingers in its neck from behind causing the LMD to deactivate.

"Nice job." Leo said a with a smile.

"Not so bad yourself." Scarlet said with a tiny smile under his mask.

The next up one is Raph and Agent Venom taking one of the other LMDs. The Dynamo LMD was firing repulsor blaster at Raph while he running up to it and Raph dodge each shot that was coming at him. The hot-headed turtle did sai swings on its chest which did little damage. The Dynamo LMD then punched Raph sending to the ground.

"That all you got rustbucket." Raph said as he got up from the ground.

The Dynamo LMD then fired missiles from its shoulder rockets at Raph but Agent Venom countered it by launching missiles with his shoulder rockets and them to explode.

"Thanks for the save." Raph said.

"No problem." Agent Venom said.

The Dynamo LMD fired more repulsor blasts at the two Agent Venom fired another round of missiles at it which the LMD to stumble back. Raph then toke the opportunity to run up to it, the Dynamo LMD tried to punch him but Raph slid under and the LMD's fist hit the ground. Now behind the Dynamo LMD Raph jumped on the back of it's head and stabbed his sai on it's head repeatedly, and after a few more stabs he jumped off and Agent Venom shot another volley of missiles at its chest damaging it, he then shot two web-lines at the LMD's chest and yanked himself towards the LMD and delivered a hard punch to its face, knocking it to the ground and causing it to deactivate. Raph and Agent Venom then high fived each other.

Now its Donnie and Iron Spider taking on one of the LMDs. Iron Spider was flying in the air shooting repulsor blasts at the Dynamo LMD while dodging repulsor blasts from it. While that was going on Donnie ran up delivered a hard smack with his bo staff on the Dynamo LMD's head… which did nothing. Making the LMD turn to him.

"Why did I think that was gonna work." Donnie said.

The Dynamo LMD was about to fire a repulsor blast at Donnie but it got hit with another repulsor to the head from Iron Spider, making it stumble back.

 **"You Alright Donatello?"** Amadeus Cho asked him.

"Yeah, I'm good." Donnie responded.

 **"You and I got to work together on this."** Cho said.

"I know but what do we do?" Donnie asked.

 **"Well, you're the smart one out of your brothers, aren't you?"** Iron Spider asked and Donnie nodded. **"Well try to calibrate any weaknesses that Dynamo may have. I'll do the same while distracting him."** He said before flying off to attack the LMD.

"Okay well let's see." He starts to say as observes the LMD fighting Iron Spider. "Each plasma shot takes 0.15 seconds and the armor must at least weight 420 pounds. Hmm… wait the star on it chest lights up, maybe that's its power source of the armor. Cho keep him busy!" Donnie shouted to him.

 **"Roger that."** Iron Spider said before flying off to blast the Dynamo LMD some more.

Iron Spider and the Dynamo LMD kept trading blasts after blasts until they combined two repulsor blasts to each other, one trying to overpower the other. While that was going on Donnie popped the blade part of his staff and ran up to LMD while spinning his staff and stabbed it in the chest, which caused the LMD to deactivate and Cho fired another repulsor blast to knock the LMD down to the ground.

 **"Nice job Donatello."** Iron Spider said.

"You too Amadeus." Donnie said before the two fist bumped.

And Last but not least is Michelangelo and Miles Morales are against the last Dynamo LMD. The two were leaping over each repulsor blast that was coming at them.

"Can't touch me, can't touch me." Mikey said while dodging the shots.

"Hey Mikey! Mind distracting him, I got an idea." Miles said to him.

"Can do Miles. Booyakasha!" Mikey shouts while running up to the Dynamo LMD.

"Seriously?! Booyakasha? What does that even mean?" Hawkeye asked his Avenger friends, and they just shrugged.

"Well, it's not really our job to comment on people's catchphrases Hawkeye." Captain America said.

"Yeah I know, just saying." Hawkeye said.

Back to the fight, Mikey was throwing shurikens at the Dynamo LMD, which just bounce off. The LMD fired missiles from its shoulder rockets as retaliation, and Mikey jumped and dodged each one. Mikey threw his kusarigama chain which wrapped around its body and restraining its arms as well. The LMD starts to struggle his way out of the chain, but while that was happening Miles was in camouflage mode and sneaked up behind the Dynamo LMD, jumped on the back of its neck and used his venom blast to electrocute the LMD, causing it to deactivate.

"Yeah boy!" Mikey shouted.

"That's how it's done!" Miles shouted before giving Mikey a high five. And with that, the turtles have completed their test and passed.

 **Music Ends**

"Nice job guys." Spiderman said.

"You've all showed a great skill and good teamwork." Captain America said to them.

"You've all shown that you can become great heroes." Falcon added.

"Thanks, guys. That's very kind of you say. It means a lot to us." Leo said.

The alarm went off on Spiderman's web-ware, reminding he has to go home for dinner, which he forgets at times as his time as Spiderman.

"Well, I got to head home. Enjoy your time at the Triskelion guys, and I'll see you tomorrow. Bye." Spiderman before he starts walking out the room.

"Later Spidey." Leo said.

"So, now what?" Raph asked.

* * *

 **With Spiderman**

It's now quarter to night time and Spiderman was web swinging home after he had to take down a few burglars and car theifs, and eventually landed in front of his house and changing into his regular Peter Parker clothes that were a blue buttoned-down shirt with a white shirt underneath, brown pants, and black sneakers. He uses his key to open the door and steps inside.

 **Music: Undertale ost- Home**

"Hey Aunt May, I'm home." Peter said.

"Ah, Peter I'm still making supper. So have a seat please dear." May said.

"Thanks, Aunt May." Peter said as sat down at the table.

"Did anything interesting happened today? Other than taking down bad guys." May said since she knows about him being Spiderman.

"Well, I was stopping bank robber when I made some new friends while that was going on, I showed them around the SHIELD facility and will now be staying there. So all and all my day was good." Peter said.

"Well, that's nice to hear." May said.

And right after she said that the doorbell rang.

"Huh, who could that be?" May asked.

"I don't know. But I'll go answer it." Peter said as got up from the table and headed towards the door.

 **Music Ends**

He opens the door and was surprised to see who was behind it.

 **Music: Undertale ost- Dating Start!**

"Hey Peter. Or should I say Spiderman." Leo said. It was none other than his interdimensional friends: the ninja turtles.

"How did you guys-" Peter started to ask before he was cut off.

"Mary Jane and Harry told us." Leo answered.

Peter let out a sigh "Figures. So why are you guys here?"

"We thought we could visit you and get to know you more other than being a superhero." Donnie said.

"Oh okay, come in guys." Peter says as he invites the turtles in his home. "Aunt May, we have visitors!"

"Oh really?" May asked as she looks over to him.

"Yup. These are the new friends I told you about." Peter said gesturing to the turtles.

"Hello Ms. Parker My name is Leonardo and these are my brothers Raphael, Donatello, and Michelangelo." Leo said.

"Oh, well nice to meet all of you. Why don't you all take a seat, I'm just finishing up with making dinner." May said.

"Sure thing Ms. Parker." Leo said as he, Peter and the rest of his brothers sit down. Except for Mikey who goes over to help Aunt May.

"Mind if I help you with the cooking, I am a bit of a chef after all." Mikey said.

"Oh, that's very nice of you Michelangelo. But you don't have to." May said.

"Hey, I insist." Mikey said.

May gave a light chuckle "Well, alright."

While that was going on Peter was having a chat with the rest of the turtles.

"So how are you guys enjoying the academy?" Peter asked.

"Everything is going great, I got the chance to spar with Captain America. Man, he is so awesome." Leo fanboyed.

"I got a chance to work with Tony Stark on some inventions, he also helped me edit the U-tracker but we finish it yet. I also asked if he could make me a suit like his and he said he might one day. And I can't wait for that day, just thinking about makes me want to scream in joy." Donnie fanboyed.

"And what about you Raph?" Peter asked him.

"I got a chance to get a match with the Hulk." Raph answered.

"And how did that end?" Peter asked.

"Well…" Raph said.

 **Pause Music**

* * *

 _Flashback_

"Ahhhhhhh!" Raph screamed as he was launched into the training room wall and got stuck in it and groan in pain.

"You done yet Red Stripe?" Hulk asked with his arms crossed.

"Not even close." Raph said as he got out of the wall and charged at Hulk. Only to get sent flying into the wall again. He grunted in pain again, "Okay, now I'm done."

* * *

 _End of Flashback_

"I got stomped." Raph said.

 **Resume Music**

"Ahahaha! It hilarious. I couldn't stop laughing the whole time." Mikey said to over to them before he started laughing some more and Leo and Donnie joined him. Which angered Raph.

"Mikey! Don't make me come over there and slam you on this table!" Raph warned him.

"Haha. Chill Raph, I'm just joshing you bro." Mikey said.

May chuckled "You boys have an interesting relationship." she said.

"Yeah, we're like that a lot." Mikey said.

The two eventually finished cooking and presented the food to the boys that were sitting down. All of them were now eating at the table and enjoying the food.

"I got to say Ms. Parker you're a really good cook." Leo complemented.

"Thank you, Leonardo, that's very nice to say." May said with a warm smile.

"Anytime Ms. Parker." Leo said with a smile.

While Donnie was eating he looked to his left to see a photo, it was a picture with Peter, May, a guy with gray hair and glasses. Donnie got up for a second to examine the photo and picks it up.

 **Music End**

 **Music: Undertale ost- Memory**

"Hey Pete, who's this." Donnie asked causing everyone to look over at him.

"Oh, that's my Uncle Ben. Someone who was like a father to me, but was killed a year ago." Peter said with head down, Aunt May did the same. And the turtles and look of shock and depression.

"We're, sorry for loss bro." Mikey said to him.

"We know what it's like to lose someone who you considered father." Leo said, referring to Master Splinter when he was killed by Super Shredder.

"I'm also sorry for bringing up a bad memory." Donnie said before sitting back down at the table.

"No, it's alright Donnie, remembering those you love is what's important, that way you feel that they're never truly gone." Peter said.

"Well said Pete, our father has said the same to us. That's we're defenders, to make those we've lost proud of us for what we've become and what we do for others." Leo said.

"Well, your father must be a really good man like Ben to raise such wonderful boys such as yourselves." May said to them, making the turtles smile.

"Thanks Ms. Parker, that means a lot to us." Leo said to her, never meeting someone so nice and pure-hearted before.

"Of course Leonardo, anytime dear." May said.

 **Music End**

They all continued while each other stories that happened with lives. The turtles told them about the Foot, Shredder, the Triceratons, their adventures in space, their fight with Kavaxas, etc. Peter told stories about he battles with the Sinister Six, the Goblin, his adventures in the Spider-Verse, the Contest of Champions, etc. May got to learn how Peter and Mikey would get along well, same with him and Donnie. Raphael also put Mikey in a headlock for being a wiseass again, which made everyone laugh. All and all they were having fun and a good time, but good things have to come to an end. It was starting to get and the turtles had to head back to the Triskelion. They were outside the door saying goodbye to Peter and Aunt May.

 **Music: Undertale ost- Good Night**

"We gotta head back to SHIELD H.Q. See you later Ms. Parker, it was nice getting to know you." Leo said and his brothers nodded in agreement.

"Of course, it was nice meeting you all too." May said.

"Mmhm, see tomorrow Pete is nice to getting to know better as well." Leo said.

"You too Leo." Peter said.

"Later bro." Mikey said before giving Peter a bro shake. And the rise said their last goodbyes before heading off. (if you're wondering how the turtles get back to SHIELD H.Q, they have a number to call a jet in.)

"You have such nice friends Peter." May said to him.

"Yeah, I know." Peter said before he and Aunt May headed inside.

 **Music End**

* * *

 **Unknown Location**

At a warehouse there was a squad of soldiers were black and red outfits, it was none other HYDRA one of the world's most deadliest terrorist group. The HYDRA soldiers were moving and organizing creates with weapons, equipment, and Adamantium. They were here to make a trade with none other than the KRAANG, who all wearing their human disguises. One of the HYDRA soldiers who was commander of the squad was talking to a Kraang soldier.

"So we've got everything you wanted. What do you have for us?" the Hydra commander asked.

"Kraang will show you." The Kraang soldier said.

Then a couple of Kraang soldiers brought out creates full of weapons, kraang crystals, and vials of mutagen. The Hydra commander and a couple of HYDRA soldiers took a look at what the Kraang were offering, and The Hydra commander was questioning about the mutagen.

"Hey, what is this shit?" the Hydra commander asked.

"The substance you call 'this shit' is called mutagen." The Kraang soldier responded.

"What the hell is mutagen?" The Hydra commander asked.

"Mutagen is a rare is a chemical designed by Kraang. Mutagen transforms humans and other organics into what you could call 'super soldiers'". The Kraang soldier answered.

"Okay then what is this?" the Hydra commander asked pointing at the kraang crystals.

"Those are what you call 'crystals' that were by Kraang. Kraang uses these as power sources for Kraang's vehicles and weapons. Which can do the same for the ones called 'HYDRA'." The Kraang said.

"Okay, this stuff sounds useful for our cause. Alright, we'll accept the trade offer. Our Adamantium for your stuff, use it wisely." The Hydra commander said.

"Kraang thanks you." The Kraang soldier said with an emotionless look on his face.

"But I have to warn you, if you're giving turns out be useless or if you scammed us. You better pray we never cross each other again, because HYDRA does not play nice to anyone who betrays or use them. And the fact we're giving you Adamantium would mean your end if you scammed us out of it." The Hydra commander warned.

"Kraang could say the same for the one called 'HYDRA'." The Kraang soldier said.

"Hmm." The Hydra commander said before the two organizations officially traded with each other. And they headed out to their separate ways afterward.

The camera then focuses on the Kraang soldier walking away from the Hydra commander, and then the screen turns into a red artistic color as it freezes.

* * *

 **And that ends this chapter everyone. And here is a preview of what going to happen in the next chapter.**

 _ **Next time on New York Defenders:**_

 _Spiderman and the turtles were riding on their hoverboards that Spiderman, Cho, and Donnie made, and were testing them and having a fun time with them. While they hovering boarding across town they have a run-in with the Wrecking Crew who was robbing a bank and wrecking the city. The teens fight them and manage to take them down. After that fight, they go back to having fun on their hoverboards. They take a small break and get attacked by the Frightful Four, the teens then fight them, but something was different about them. They had powerful weapon and gear on them, and with that, the Frightful Four actually manage to BEAT Spiderman and the turtles. The guys head back to SHIELD H.Q to figure how the Frightful Fout got such powerful gear. So they. track them down with a spider-tracer that Spidey managed to put on one of them(not saying who yet) and track to that was none other than Wilson Fisk: The Kingpin of Crimes, and have to deal with him, his goons, and the Frightful Four. And while at The Kingpin's hideout the teens see tech that Spiderman has never seen before, but turtles have._

 _How will our heroes deal with this one? Find out next time on New York Defenders._

 **Well, there's the preview for the next chapter. Spiderman and the turtles face the Kingpin. Also, like to point out that there is going to be a SPECIAL character in the next chapter.**

 _" **Heyyyyy Everybodyyyyyy! Guess who's appearing in the next chapter"** ? said._

 _ **"Oh lord, not him."** Spiderman said._

 _ **"Why the hell is HE here?"** Kingpin said._

 **(That was the hint by the way)**


	6. The Dangers of Tech

**Hey, guys, I'm back, here's another chapter to the story. And sorry for the long wait my summer job has prevented me from working on this story and my others. But now let's talk about reviews, just let you guys know yes Karai, Shinigami, April, Casey, and the Mighty Mutanimals will be in this story, but they don't come to Earth 616 until towards the end. But I am going to have Spiderman go to the turtle's dimension later in the story so they get to meet him. Also, another heads up this took place after Kavaxas so 'Wanted: Bebop and Rocksteady' hasn't happened yet, but it will be in a later chapter, it's the same with 'When Worlds Collide' but that won't happen until Alien Armageddon, the sequel to this story. And I'll also do a chapter where the turtles and Spiderman meet Usagi. And now the last thing, a couple of you want me to make new shredder rise. I like the idea and I'll more about it, and I also have some ideas on that subject too. But just heads up and also a spoiler, Savanti and the Kraang will be the main bad guys in the Guardian Force series from New York Defenders all the way up to The Tales of RWBY (which is my TMNT and RWBY croosover). And also Kraang Subprime will now be in this story, he actually in this chapter, but now with that out of the way let the chapter begin.**

* * *

 **Chapter 4: The Dangers of Tech**

It's been a week since the turtles have been at SHIELD and in Earth 616. There was still no sign of the Kraang, the Avengers have been searching for them and have had no luck so far and the Kraang hasn't made a move either. Meanwhile, the turtles have been getting along with the students and instructors at SHIELD. They also have a SHIELD team name called the Dimensional Warriors or D-Warriors for short. Leo has been getting leading advice from Captain America and hand to hand combat skills, not that was bad at hand to hand to combat at it, but there is always room for improvement. Donnie has been in the lab working with Spiderman and Cho to work on editing his U-tracker and Iron man would help too at times. The turtles have also been taking Kung-Fu lessons with Iron Fist to better help their ninja training, and they've also done training with White Tiger to help improve their agility.

Currently, right now Donnie was in the lab with Spidey and Cho working on something they have been working on for a week now.

"Okay everything seems to be in working order." Cho said, who is in his regular civilian clothes.

"Awesome I can't wait to show the guys what we made." Spiderman said.

"Yeah the three of us make a good team." Donnie said with a smile.

"Yeah!" Spidey and Cho said in a union, before the three brainiacs shared a high five.

Then Dr. Curt Connors came in the lab with Donnie's U-tracker.

"Hello, boys." Dr. Connors greeted them, which catches their attention.

"Oh hey, Dr. Connors, we were just finishing up on our latest gear." Spiderman said.

"Well that's great, but I just came in to give Donatello his U-tracker." Dr. Connors said before giving the U-tracker to Donnie, "I'm still working on using to find the Kraang's base, but I was able to convert to a communication device so you contact others." Dr. Connors said to him.

"Thanks Dr. Connors, every little bit helps." Donnie said.

"Anytime, Donatello. So how are the boards turning out?" Dr. Connors asked.

"They're all finished and ready to be tested." Cho answered.

"We need to get my brothers in here and then we can test them." Donnie said.

"Oh man, I can't wait to try these bad boys out." Spiderman said excitedly.

* * *

 **Training Room**

In the training room, there was a sparring match going on between Mikey and Daredevil, these two have been going at it for a while and most of the time Daredevil wins. And now it's time for these two wildcards to go at it again.

"This time I'm gonna win, D devil." Mikey said while twirling his nun-chucks.

"Hehe, that's what you said the last few times and I still won." Daredevil said with a cocky smile.

While that was happening Leo, Raph, Jessica Jones, Miles, and Hawkeye were being spectators. And the four teens were doing a bet on who was going to win.

"You think Mikey is gonna win this time?" Leo asked them.

"Nope." Jessica said.

"I gotta agree with Jess here. It's almost like fighting Master Splinter with Daredevil." Raph said.

"Or Tatsu in this case." Leo said, pointing that they're both blind but really good fighters.

"I don't know, Mikey may win this time. He gained more experience from their previous fights. He could use it to his advantage and win this time." Miles said.

"Eh, doubt it. Mikey doesn't really do those kind of tactics." Leo said.

"Maybe, but I'm still betting on Mikey." Miles said.

"Well we're betting on Matt." Jessica said and Leo and Raph nodded in agreement.

"Okay then, the loser has to wash the winner's laundry for a month." Miles said.

"Deal." The other three teens said in a unison, before shaking hands with Miles, confirming the deal.

"Alright let battle begin in 3…2…1 go!" Hawkeye said, giving them the okay.

 **Music: Death Battle ost- Crash and Burn**

"Time to Rock n' Roll, Booyahkasha!" Mikey said as he twirled his nun-chucks and charges at Daredevil. He performs a couple of nun-chuck swings but Daredevil blocks each strike with his batons. Daredevil does with a couple of swings and kicks and Mikey managed to block some, but some did hit him. It went on going back and forth like that for a half a minute.

Until Daredevil then had his batons wrapped around Mikey's chain part of his nun-chucks, he used that opportunity to spring on to the ground and use his momentum to kick and push Mikey off him and ended up landed few feet away from him. (not sure what you call that move or how to explain it, but think of Captain America's back throw bug from MvC Infinite). Mikey then got up from the ground and ran it Daredevil. Daredevil than haltered his batons and right when Mikey swings nun-chucks he managed to grab them, then he stepped in and elbowed Mikey in the chest, disarming him from his nun-chucks. Daredevil then tossed away the nun-chucks and fist fighting stance.

"C,mon, let's see how well you fight without your nun-chucks." Daredevil sad.

Mikey gets up from the ground, "Oh come on. I could never beat you in fist fight." Mikey said.

"Giving up already?" Daredevil asked.

"Course not bro." Mikey replied. He then throw a smoke bomb at Daredevil's feet and exploded, covering Daredevil in smoke.

"You've already tried this trick before, and it didn't work. Mostly because this is supposed to blind someone, and I'm already blind." Daredevil pointed out.

"It's called being unpredictable." Mikey said, before he kicked Daredevil in the side, knocking him out of the smoke.

"Not bad Mikey, but that's probably the only hit your gonna get on me." Daredevil said.

"We'll see about that devil dude." Mikey said.

Mikey then ran at Daredevil and did a roundhouse kick but Daredevil blocked it. Mikey then threw a sidekick but Daredevil caught it and tripped Mikey on his standing leg. Mikey then spins on his shell and pops back up and threw a punch but Daredevil grabbed it and twisted it behind his back and kicked Mikey in the back. Mikey than threw a couple of more kicks but Daredevil managed to block them. Mikey then got on his hands and did spinning heel kick, and in response Daredevil leaned his heads back to avoid it and got on the ground and leg swept Mikey's arms causing him to fall. Mikey then sprang up from the ground, threw a couple of punches and Daredevil blocked them, Mikey then toke a punch to the bicep from Daredevil making him stumble back some. Mikey unleashed a flurry of kicks and punches and Daredevil defends by countering with kicks and punches and blocking. Daredevil then caught a punch from Mikey and threw him over his shoulder. Fortunately for Mikey, he landed near one of his nun-chucks and turned into a kusarigama chain and threw it Daredevil. Daredevil caught it and pulled on it, bringing Mikey towards him. Daredevil tackled Mikey as he was coming towards him, and he pinned Mikey to ground like a wrestler, while also wrapping his around Mikey's leg and putting in a painful angle. Mikey started grunting trying to get out of this position but nothing worked. So, he had to tap out.

 **Music end**

"Alright alright you win, I tap out." Mikey said while tapping on the ground.

Daredevil then gets off Mikey and helps him up. "Not bad Mikey, you fought well." He said as extended his hand for a handshake.

Mikey smiled and give him a bro shake "Thanks D devil, you were awesome yourself dude. But one day I will beat you."

Daredevil chuckled "Hehe, keep trying."

While that was happening Miles was angerly grumbling to himself since he lost the bet while Leo, Raph, and Jessica had shit-eating grins on their faces since they won the bet.

And then soon Spiderman and Donnie came in the training room with some news for the rest of the turtles.

"Hey guys, we got something we want to show you." Spiderman said.

* * *

 **In the lab**

In the lab Spidey and Donnie was standing in front of a table with a tarp to hide what they want to present to Leo, Mikey, and Raph.

"Alright guys, what is you wanted to show us?" Leo asked.

"It better be worth it." Raph said with his arms crossed.

Spidey and Donnie then removed the tarp from the table "Tada!" Spiderman says. What was shown on the table were five boards that looked like surfboards, each with different colors. Four of them were green but had either a blue, red, orange or purple stripe on them, each for their respected turtle. While the fifth one had a red and blue color theme.

"Woah. What are these?" Mikey asked.

"They're hoverboards that me, Donnie, and Cho designed. I know don't any of your vehicles or other wheels I thought I could make you some for time being." Spiderman said.

"That's awesome! Thanks Spidey, you're the coolest." Mikey said before hugging Spidey.

"Uh…yeah anytime Mikey." Spiderman said while patting Mikey on the back, not sure how to react to this.

"And here's the cool part. Watch what happens when I press the center part." Donnie said before pressing the green button on one the hoverboards. The boards then used nanotechnology to react itself into the button.

"Coooooool." Mikey said with awe.

"Tony installed nanotechnology in the hoverboards so now we can carry our hoverboards with us and use whenever we need them. Man, he is so awesome." Donnie fanboyed.

"Hey, you did an awesome job making these yourself too Donnie." Spiderman said.

"Thanks Pete, you did a great job as well." Donnie said with a smile.

"Thanks D." Spiderman said before giving him a fist bump "Go brainiacs." The two geniuses said in unison.

'Oh, lord. He is a combination of both Mikey AND Donnie. It's my worst nightmare come true.' Raph thought to himself.

"Well, what are we waiting for, bros? Let's take these bad boys out for test drive!" Mikey said excitedly.

"Yeah, this will awesome." Leo said.

"Alright guys let's go out and ride." Spidey said.

"Yeah!" The turtles said in a unison. Then the five teens a group five.

* * *

 **In the city**

 **Music: Sonic Free Riders ost- Free (Main Theme)**

Spiderman and the turtles are now riding on their hoverboards across the city, and BOY are they having fun. They were mainly riding on top of rooftops but they also rode above the streets in the city. When they rode above the streets and road they had to avoid pedestrians, bikers, and vehicles which they easily did by doing tricks, although they did blow some newspapers around.

"Woohoo! This is amazing!" Donnie exclaimed.

"Yeah it is!" Leo said.

Mikey did an ollie before appearing next to Spiderman. "Yo Spidey check this out!" he said before starts riding on the side of building. Then he rides towards the top of building grins and the ledge of the building. He then goes upside down so his hands are above the ledge where it looks like it's grinding on it but it's not, because that would scrape his hands. He then goes right side up to do a flip with his hoverboard, and then he jumped off it while doing it. He threw his kusarigama chain at a radio tower that was on a building and swings towards it. He then wrapped around it twice and launched himself through the bars of the towers. Mikey did a roll while in mid-air and landed back on his hoverboard.

Spidey whistled "Nice move Mikey!" Spiderman complemented.

"Thanks Spider-bro." Mikey said to him.

"That was a bit risky and dangerous, knuckle-head." Raph said to his goofball brother.

"Hey I'm just having fun Raph." Mikey said.

"Yo, check me out!" Spidey said before he used a function on his hoverboard to shoot a web line at a building and grinded on the webline, the webbing not the building. He then starts doing a bunch of awesome tricks on his hoverboard, that could even make Tony Hawk impressed. Then rejoins with his reptilian friends. "I installed webbing in my hoverboard, to make me travel faster." Spidey said to them.

"Cool." Mikey said.

"Did you put webbing in everything you have?" Raph asked.

"Basically yeah. Nearly all my gear has webbing in it." Spidey answered.

There was an explosion and Leo noticed and then spots something happening down in the streets, it was four buff guys wearing certain customs walking out of a bank with a destroyed wall and they had bags of money in their hands. "Hey guys, looks like we got trouble down there." Leo said directing the guys towards the streets of what's happening.

Spiderman looked down there and immediately recognized the four men trashing the city. "Oh, it's the Wrecking Crew. Well, guys looks like the fun's over for now." Spidey said to them.

"Ah man, already." Mikey complained.

"Relax Mikey. This won't take that long." Spiderman said.

 **Music end**

* * *

 _Time freeze: Four wall break/Spider and Mike narration_

"Oh great, it's one of those times where you're having fun, until it gets interrupted by some wanna be bad guys causing trouble." Spidey said to the audience.

"Tell me about it." Mikey said.

 _Back to reality_

"Alright guys, let's go be heroes." Spiderman said to the turtles, which they nodded and they all headed down to the streets to confront the Wrecking Crew.

* * *

 **Music: Marvel vs Capcom Infinite ost- Battle Theme 2**

The Wrecking Crew were now walking away from the bank they robbed and smashed some things that were in their way and they laughed as they did. Well until…

"Well if it isn't the Wrecking SCREW-ups." Spiderman said before he and the turtles landed in front of them. They retracted their hoverboards by pressing the button that does that. "Sup fellas, still wrecking stuff? Didn't your parents ever tell you not to play with tools?" He joked.

"Well, well, well. If it isn't Spiderman, and look he's now got giant turtle pets." Wrecker taunted, which irritated Raph.

"Pet?! I'm nobody's pet buddy!" Raph said angrily.

"Raph chill. Don't let these guys get to you, they're not even that good at fighting." Spiderman said, which slightly irritated the Wrecking Crew.

"Hey, in case you forgot, we've gone toe-to-toe with Thor once." Thunder-ball said.

"Are they serious?" Leo asked Spidey, wondering how these four common criminals got on par with the Thunder God.

"Yeah, but it was four on one, and these guys are tougher as a team then they are individually." Spiderman said.

"Even as individuals, we're still strong enough to crush you." Piledriver said.

"We'll see about that Hammer-hands." Spidey said.

"The only thing you'll be seeing is stars when we pound you silly." Bulldozer said while punching his hand in his fist.

Raph then twirls his sais, "Alright I'm tired of talking, it's time for some action."

"Yeah, I want to get back to riding on our boards, so can we just start fighting already." Mikey said getting a little impatient.

"Heh, it's your funeral freaks." Wrecker said, before he and his crew got in a battle stance.

"Some people just never learn." Spiderman said, before he and the turtles got in a battle stance.

 **Music end**

 **Music: Marvel vs Capcom 3: Fate of Two Worlds ost- Daily Bugle**

The heroes are now engaging the Wrecking Crew, each going one-on-one, well one of them was two-on-one.

First up was Raph and Spidey vs Bulldozer. Bulldozer charged at the two like a bull, but they were fortunate to get out of the way in time, and Bulldozer ran into a lamp pole causing him to be disoriented.

"Are you sure you can see out of that helmet?" Spidey asked.

"Shut it, bug!" Bulldozer said angrily.

Raph then took this opportunity to do a couple of sai swings and punches on Bulldozer's helmet but it didn't do that much damage to him. So Bulldozer then punched Raph, which sent him into a light pole. He groaned in pain and saw Bulldozer charging at him, but Spidey saved him by shooting a web line at Raph and yanking him out of the way. And Bulldozer ran into the lamp pole, making him disoriented again.

"Thanks Spidey." Raph said.

"No problem." Spiderman said before making a web slingshot on two light poles, "Alright, now it's time for the turtle slingshot. Climb aboard Raph, it'll be fun." Raph rolled his eyes and groaned, he then walked over and put his back on the web-slingshot and Spiderman started pulling it back on the web-line to get it to send to off. "Ladies and Gentlemen keep your hands and feet in the ride at all times, you must be least 48 inches to ride the slingshot and no cell phones please." Spidey joked.

"Just shut up and launch me already." Raph said in an annoyed tone.

"Alright, alright. Enjoy the ride." Spiderman said before releasing the web-line sending Raph flying at Bulldozer. He kicked Bulldozer in the chest which sent him flying into a wall and was a bit dazed. Spiderman then web swinged and kicked him in the side and as soon as Bulldozer got up, Spiderman used his taser-webs to shock Bulldozer until he fell unconscious. The two teens then shared a high five.

Next up was Mikey vs. Thunder-ball. Thunder-ball tried to hit and smashed Mikey with his chain-ball but, Mikey got out of the way in time. Thunder-ball tried smashing him with his chain-ball again multiple times but Mikey kept avoiding it, pretty effortlessly.

"Can't touch me. Too slow." Mikey taunted as he was avoiding all Thunder-ball's attacks.

"I gonna flatten you turtle." Thunder-ball declared.

He tried to smash Mikey again but jumped over it and started performing a couple of nun-chuck swings to his face. Thunder-ball then tried to smash him again but he got out of the way again. Then Mikey did nun-chuck swings from all directions while at the same time tried to smash Mikey with his chain-ball, but missed every time. Mikey then turns his nun-chucks into a kusarigama chain and threw it at a light pole, he then ran and swing himself upward to land on top of the pole.

"Hey! Get back down here!" Thunder-ball shouted before he toke a web bullet to the face.

Spiderman then land where Mikey is. "Hey, you want to try our team attack?" Spidey asked.

"Yeah son." Mikey replied.

The two jokesters their respected swinging tools on the lamp pole they were on and swinged towards Thunder-ball. "I came in like a wrecking ball." They sang in a unison before they kicked Thunder-ball, which sent into a wall. And then Spiderman webbed him up, so he can stay in place. The two jokesters then shared a high five.

Now it's Donnie vs Piledriver. Piledriver made his hands large and tried to smash him, but Donnie got out of the way. Donnie then performed a couple of staff swings on him, he managed to block some but not all. Piledriver then punched Donnie sending him into a wall. Donnie groaned in pain and then saw Piledriver coming towards him with another punch, but a web bullet hit him square in the face and while he was distracted Donnie swept Piledriver's legs with his bow staff causing Piledriver to fall down. Spiderman then landed next to Donnie

"Thanks for the save Spidey." Donnie said.

"Anytime Don." Spiderman said.

Piledriver then got up and ripped the webbing off his face. "I'll squish you!" he declared.

Spidey and Donnie looked at each other and nodded. They ran towards Piledriver to attack him. Spiderman hit him from all directions and Piledriver was trying to punch him while he was doing it but missed every time. But then it was Donnie's turn to attack, he did a rapid assault of bow staff attacks on him. Piledriver was becoming dazed from all attacks so the two brainiacs decided to finish it by doing roundhouse kick at the same time at him which knocked him down, and then Spidey webbed him up. The two geniuses then gave each other a fist bump.

And last was Leo vs Wrecker. Wrecker was swinging his crowbar at Leo, but Leo blocked it with his sword. Wrecker did a couple of more strikes at Leo, but he blocked each strike. Leo then kicked him in the chest, then jumped up kicked Wrecker directly in the face causing him to stumble back. Wrecker then delivered a hard strike at Leo, he was able to block but it still flying into a light pole. Leo grunted in pain, he then sees Wrecker approaching him with his crowbar ready.

"It's over for you freak." Wrecker declared before he swung at Leo, but fortunately, he moved out the way in time. Leo then did something swiftly. He got behind Wrecker, sheathed his sword, and hit Wrecker on both sides of his neck with his fingers (like what he did to Tatsu), which hit a pressure point that stunned Wrecker causing him to the ground.

Leo then scraped his hands together, "Actually, I think it's over you buddy." He said.

 **Music end**

The Wrecking Crew are now webbed by Spiderman and are left for the police to take to prison. The five teens are now high fiving each on a job well done.

"Nice work everyone." Leo said.

"Yeah, and now that this has been taken care of, what do you say we go back to riding on our hoverboards?" Spiderman asked.

"Yeah boy!" Mikey said excitedly.

"Now you're talking!" Raph replied.

"What are we waiting for? Let's go." Leo said.

 **Music: Sonic Riders: Zero Gravity ost- Un-gravitify (Instrumental)**

Then they all pressed their buttons which activated their hoverboards and started to ride on their hoverboards throughout the city again.

"Woohoo! Another job well done." Spidey said.

"And now it's time for some fun!" Mikey said excitedly.

"Yeah! Booyakasha!" The other teens said in unison excitedly, as they all rode on their hoverboards throughout the city even longer.

 **Music end**

* * *

After a couple of hours of having fun on their hoverboards, the five teens are now taking a break on a rooftop. They're sitting on the edge and watching the city below them.

"Well, I had fun today." Spidey said breaking the silence.

"You said it Spidey. It was awesome." Mikey said.

"I gotta admit you two nerds did a good job working on these hoverboards." Raph complemented.

"Thanks… and hey." Both Spiderman and Donnie said unison. They were flattered by the compliment but insulted being called a 'nerd'.

"Yeah, today was pretty fun. But guys, I know we're all having a good time here with SHIELD and other heroes, but we can't forget why we're here in the first place." Leo said getting a 'yeah' out of his brothers.

"Hey relax Leo. I told you the Avengers and SHIELD will find the Kraang soon, and we can also try to find them as well. It's only matter of time until we do." Spiderman said.

"Yeah, I guess you're right, it just that it's been a while since dealt with another Kraang situation, this world has no experience with them which why we followed them in the first place. To prevent to them from doing to this world what they've been trying to do to ours." Leo said.

"Hey we heroes face the unexpected all the time, but we always adapt to it. And the fact that you guys came here to helps us out when you didn't need to, and that's what makes you guys true and noble heroes." Spiderman said, making the turtles smiles.

"Thanks Peter, for the encouragement." Leo said.

"Of course Leo, anytime." Spiderman said. And right after he said that his spider-sense went off, making him stand up in alarm. Which also made the turtles wonder what was going on.

"Something wrong Spidey?" Leo asked.

"My spider-sense started tingling." Spider answered before he noticed a purple blast headed towards "Move!" he said to them before they jumped out of the way in time.

"Where did that even come from?" Raph asked.

"From us." A voice answered, that was familiar to Spiderman.

"I recognize that voice." Spiderman said.

 **Music: Spiderman: Web of Shadows ost- Boss**

A minute later four guys, well technically three guys and a girl, that were familiar to Spiderman appear in front of them. One was a man in a purple hi-tech suit, another was a man wearing a red and purple suit with a metal claw hand, another is a guy with a back-pack and armed with paste-guns, and the last one was a woman wearing a red outfit, golden crown, and armed with a chain ball.

"Spiderman, long time no see." The guy in the purple suit said.

"Well if it isn't The Frightful Four: Wizard, Klaw, Trapster, and Thundra. Where have you four losers been, haven't seen you in a while?" Spiderman asked.

"We've been busy." Trapster answered.

"Busy doing what, exactly?" Spiderman asked.

"Our new boss has had us doing some assignments for him." Klaw answered.

"Who is this boss of ours and how long have you been working from him?" Spidey asked.

"For a couple of months now, and as for your first question… well, think he'd prefer that you meet him in person." Wizard answered.

"But that's IF you're not dead before that happens." Thundra said.

"Yeah good luck with that, sweetheart." Raph said. Which _slightly_ angered Thundra, and by _slightly_ I mean very.

"Who are you calling 'sweetheart', turtle! I'll squash you into green paste ya ugly mutate reptile." Thundra retorted.

"Try it! I dare you, princess!" Raph retorted.

"Princess?! Keep that up and your shell won't be the only thing I break!" Thundra threatened.

"Oh please, I've fought way more intimidating people you, Amazon girl." Raph said, not even close to being intimidated by her.

"Oh yeah well-"

 **Pause Music**

* * *

 _Time freeze: Spider and Mike Fantasy_

The scene then changes to Raph and Thundra in chibi forms with large heads, sharp teeth, and blank white eyes curved like knives are yelling at other angrily. While chibi forms of Spidey and Mikey are having a _when will this end?_ look on their face.

 _Four Wall break/ Spider and Mike narration_

"Talk about needing to take an anger management class." Spidey said to the audience.

"I know right." Mikey agreed.

* * *

 _Back to reality_

 **Resume Music**

"Alright, enough bickering! If you want this issue, do it with action instead of words." Wizard said, which was something they both could agree on

"That's something I can agree on." Raph said with a grin.

"Same here pal." Thundra said.

"Great, two super-villain teams in one day. But not to worry thing 'frightful' about these guys is how much they suck." Spidey joked, which angered the Four criminals.

"Oh that's it! You're in for it bug!" Thundra.

 **Music end**

 **Music: Marvel vs Capcom 3: Fate of Two Worlds ost- Daily Bugle (2)**

"It's to show you how much we've improved. Klaw, hit 'em with a sound blast." Wizard said.

Klaw nodded and fired a sound blast from his metal hand at the teens. But this sound blast was different from usual, it was wider and had a high frequency. It was enough to make all five of them hover their due to the ear-splitting sound. That gave Wizard enough time to shoot a purple energy blast at them, which knocked them down. The teens groaned in pain as they got up, Raph was the first to act and run towards Thindra.

"It's party time princess." Raph declared as he ran towards her… only to hit by chain-ball, WHICH struck him at a really fast rate, faster than usual and it sending him flying into a water tower that was on the building.

"How's that for a princess, turtle?" Thundra boasted with a smile.

Mikey then swung at Thundrawith his kusarigama chain "I came in like a wrecking ba-aah!" he started to sing before he was hit by a fast chain-ball.

Trapster then shot glue blasts at Mikey and Raph, but the glue was purple and as the glue stuck on them it electrocuted them making both unconscious.

"Since when does your glue do that?" Spiderman asked the Trapster.

"That's for me to know, and you to find out." Trapster said before shooting more purple glue at other teens, who were able to dodge them.

Wizard then fired a couple of anti-gravity discs at them, they managed to dodge them, but one of the discs managed to hit Donnie and stick to him and it shocked him. This gave Klaw enough to hit him with a sound blast which sent Donnie towards where Mikey and Raph are. Klaw then fired another sound blast at Spidey and Leo which knocked them away.

Leo grunted in pain, "Man, we these guys always this tough?" He asked Spidey.

"No. This is new, they were never this tough to beat." Spidey answered.

"Well, we can still beat them. We just got to work together." Leo said.

"Got it." Spiderman said before he noticed Thundra coming towards him. She swung her chain-ball towards him, but he managed to jump over it. He then kicked Thundra in the face, knocking her away.

Leo threw shurikens at Trapster's glue guns, which made them unusable. "Oh come on." He exclaimed before he was kicked in the face by Leo.

Leo and Spidey then went up Klaw and Wizard, only to get blasted by Klaw's sound blast which knocked them back. And after they regained their bearings they hit with another painful sound blast, making then cover their ears. Wizard then shot anti-gravity discs at them and it lifted them in the air and shocked them. That gave Thundra enough time to hit them with her chain-ball, which knocked them towards the others. They all start getting up and groaning in pain, and they see the four walking towards them…or floating in Wizard's case.

"Guys, we're outmatched. We to go now!" Leo ordered.

"What?! Are you kidding?!" Raph said.

Spidey then shot a web bullet at Klaw, "We'll get 'em next time Raph. Mikey exit." Spidey ordered.

"On it Spidey." Mikey said as Raph groaned, then he threw a smoke bomb on the ground, covering their escape. When the smoke cleared Spiderman and the turtles were gone.

 **Music end**

Klaw ripped the webbing off him, not noticing something was still on him. "They fled." Klaw said.

"Man, I was really looking forward to squishing that bug." Thundra said.

"Do not worry we can finish them off in our next encounter. For now let's go back to the boss and inform him that our new gear works flawlessly." Wizard said before they left the area.

* * *

 **Back with Spidey and the Turtles**

Spidey and the turtles are now riding on their hoverboards and heading back to the Triskelion.

But, unlike earlier where they were having fun on their boards, they're now in complete silence. Everyone a had a depressed look on their face on how they pretty much got their asses handed to them by four criminals.

* * *

 _Time freeze: Four wall Break/ Spider and Mike narration_

"Can you believe the day we had?" Spidey asked the audience as Mikey grunted in response.

 _Spider and Mike fantasy_

"First we beat the Wrecking Crew." Spidey are narrated.

Then a scene appears where chibi forms of Spiderman and the turtles are standing on top of chibi forms The Wrecking Crew in victory poses.

"And then we get our butts kicked by the Frightful Four."

The scene then changed to chibi versions of Spiderman and the turtles are unconscious with the Frightful Four standing on top of them laughing maniacally.

 _Spider and Mike narration_

"Talk about a great way to ruin your fun, when you just some new toys." Spiderman said

"Yeah, it's a total bummer man." Mikey said.

* * *

 _Back to Reality_

"Ugh! I can't believe we our butts kicked like that." Raph complained.

"Relax Raph. Before we left I put a Spider-Tracer on Klaw. So, all we do is follow them and take them down the next time we see them and find out who their new boss is." Spidey said.

"Spider-Tracer?" Mikey asked.

"It's basically a tracking device that I designed." Spiderman answered, getting an 'Oh' out of Mikey.

"And what are we going to do when face them again? I mean they beat us kind of easily." Leo said.

"Don't worry me and Donnie are going to work on some inventions to help counter the Four's weapons." Spiderman said.

"How long will that take?" Leo asked.

"No idea, but let's head back so we can get to work." Spidey said as they flew off to SHIELD H.Q.

The turtles and Spidey landed on the beach part of Triskelion where the New Warriors, Wed-warriors, Sandman, and the Trainees are having fun or relaxing.

Miles Morales and Amadeus Cho(out of custom and in bathing suits) walked over to greet them.

"Hey Guys how was-" Miles starts to ask before Raph interrupted him.

"Not in the mood Miles." Raph said as he angrily strode past him.

"What's his problem?" Cho asked the others.

"Oh he just mad that we got our butts kicked by some criminals. Hey Cho can meet me and Donnie in the lab, we could use your help with something." Spiderman said.

"Yeah sure. Just give five minutes." Cho said.

"Thanks man." Spidey said before he and Donnie walked off.

"So what happened out there?" Miles asked the remaining two turtles.

"Well, it's a long story." Leo answered.

* * *

 **Meanwhile in an unknown location**

In a warehouse section, the Kraang are doing a business with guys wearing yellow hazmat suits, it was none other than AIM(Advanced Idea Mechanics). AIM and the Kraang who were wearing their human disguises were doing trade exchanges. AIM was providing Vibranium while were the Kraang were providing Kraang crystals and mutagen. Normally AIM has been providing them Adamantium but due to the resources the Kraang have provided them has been helping AIM with their cause quite a bit, so they trusted the Kraang with some supply of Vibranium, for now. Right now, a Kraang and AIM soilder are in the middle of a discussion.

"I got to say this past week business ship has been good so far. These crystals and mutagen you've been providing us has been serving our purposes very well." The AIM soiider said.

"Kraang has also been grateful for the substance known as 'Vibranium' you have provided for Kraang. Since you have provided that which is known as 'Adamtium' for the past that which is known as 'a week' to Kraang." the Kraang soilder said.

'God damn it, can ANY of them speak properly.' The AIM solider thought to himself. "Well we weren't sure if we could trust you with our Vibranium supply, so you guys had to earn it."

"Makes sense to Kraang. Also, we inform you that Kraang's leader wants to have that which is known as 'a meeting' with AIM's leader." The Kraang soilder said.

"Really, why?" the AIM soilder asked.

"Kraang's leader wants to form an official that which is known as 'an alliance' between Kraang and the one's known as 'AIM'." He informed.

"So, when is this meeting and where will it be?"

"It will be that which is known as 'Saturday' at the shipping docks by that which is known as 'the lake' around noon."

"Alright, we'll inform our leader about this meeting."

"Kraang thanks you."

The two organizations then resume their trade operations.

* * *

 **Triskelion**

Right now with Mikey, he is in the cafeteria by his lonesome eating pizza of course. He was practically stuffing his face with pizza because that's what he always does with pizza.

"This place has good pizza." Mikey said with his mouth full.

"Hey Mikey." A voice called out to him.

Mikey then sees Nova, Daredevil, and Gargoyle walking towards him.

"Hey what's up Nova, D devil, and Isaac." Mikey said as they sat down.

They each had different food on their plates. Nova had a burger and fries, Daredevil had a salad and a bottle of water, and Gargoyle had chicken tenders.

"How are you doing Michelangelo, did you, your brothers, and Spiderman enjoy your time on your hoverboards?" Gargoyle asked.

"Yeah, it was something to brighten your day, after I whooped your ass this morning." Daredevil said in a smug voice.

"Believe me when I say I'll beat you one day, Devil." Mikey said, before Daredevil scoffed. "But anyway, yeah it was fun G."

"Well, that's nice to hear." Gargoyle said.

"We also fought some bad guys earlier today. We fought the Wrecking Crew and The Frightful Four, we beat the Wrecking Crew but got our butts kicked by the Frightful Four. And Raph isn't taking it very well." Mikey said.

"Oh, I was wondering why Raph was so angry earlier." Daredevil said while eating his salad.

"Yeah he gets like that whenever we lose a fight. But put a tracer on one of them, so we track them later and take them down then." Mikey said.

"Gargoyle here can be like that too, just not as much as Hulk. And can be a bit worse than Raph." Nova said. Which made Gargoyle splash water from Daredevil's water bottle in his face.

Mikey laughed at that. "Watch it Nova." Gargoyle warned.

"Dude I was drinking that." Daredevil said a bit mad that Isaac for wasting his water like that.

"Oh, relax. Just get another one." Gargoyle simply said.

Mikey than gets a call from his T-phone, it was from Donnie so he answers it.

" _Mikey, can come down to the lab? We finished our equipment."_ Donnie said.

"Sure thing D. Be down in a sec." Mikey said before he hung up. "Alright, guys I got to bounce. Donnie needs me at the lab."

"Alright see ya Mikey." Nova said.

"Good luck with the Frightful Four." Gargoyle said as Mikey left.

"You're getting me another water bottle." Daredevil said to Gargoyle.

"Ugh, fine." Gargoyle complained before got up to get Daredevil another bottle of water.

* * *

 **Triskelion lab**

Leo, Mikey, and Raph arrive at the lab where they see Spiderman, Donnie, Amadeus Cho, and Dr. Hank Pym(Yellow Jacket).

"Hey guys, we finished." Spidey said.

"Finished with what exactly?" Leo asked.

"Creating devices that will help us with the Frightful Four. Check it out!" Donnie while showing the devices that were on the table. There were five belts with X symbols on them, earpieces, and wrist devices with tubes on them.

"The belts are called Force buckles, they project an invisible force field to repel almost any attack. The earpieces are sound blockers that blocker nearly any kind of high frequency sounds. The wrist devices are called Cryo sprayers that… well basically sprays ice." Hank Pym explained.

"Wow. You guys made all these in just a few hours?" Leo asked.

"Well, not all of these. Some pf them were already made, we had to replicate them." Cho answered.

"We can the Force buckles to help us against Thundra, the sound blockers against Klaw, and the Cryo sprayer against Trapster and Wizard. We're ready to take on the four again."

"Nice. I've been itching for some payback." Raph said with a grin.

"Thanks for the assist Dr. Pym, we appreciate it." Donnie said to him.

"Of course, anytime Donatello." Hank Pym said.

* * *

 **In the city**

It was now nighttime and the turtles and Spiderman are on the hunt for the Frightful Four. Right now they're on a rooftop homing in on the Four's coordinates.

"Alright, we're gaining in on their position." Spidey said as looks at his web-ware watch, which gives them track the Four with the Spider-tracer he planted on Klaw.

"Alright, it's time for some payback." Raph said while pounding his fists.

"Raph we're doing for revenge, we doing this to keep Four criminals from using dangerous tech on streets." Leo said.

"Leo's right, we let the four and their cause havoc upon the city with the kind of equipment they have. Now come on guys the signal is this way." Spiderman said before he web swinged across the rooftop, the turtles then follow salute.

* * *

They arrive on a rooftop near a warehouse from where the signal is coming from.

"Okay this where the signal is located." Spiderman said.

"In a warehouse?" Donnie asked.

"Probably here to meet their boss." Leo said.

"Yeah, most likely." Spiderman agreed.

"Yo dudes, check it." Mikey while pointing down at the warehouse of what he sees. The others follow his vision of a man taking down a bunch of guys wearing clothes and ski masks. The man had brown hair wearing a black suit with a huge white skull logo on it, and carrying some guns. Spiderman knew who it was.

"Hey, that's Frank Castle aka The Punisher." Spiderman said, and by the way he is not the special character.

"Friend of yours?" Leo asked.

"Not exactly, but he does help the community by taking down criminals. So let's help him out." Spiderman said as the turtles before they went down there.

* * *

 **Music: Ultimate Marvel vs Capcom 3 ost- Theme of The Punisher**

Frank Castle is taking down a group of gang members with black clothes and ski masks with his martial arts. He defeats them rather quickly, and once they all down a voice called to him.

"Hey, what's up Frank." A voice called from behind him, which surprised Castle and pointed his Uzi at who was behind him. It turned out to be Spiderman and his turtle friends.

"Spiderman. Damn it, I could've killed you." Frank Castle said a bit stressed as he lowered his gun.

"Many have tried." Spidey simply said.

"And who are they?" Castle asked while looking at the turtles.

"Oh, this is Leonardo, Raphael, Donatello, and Michelangelo. They're good friends of mine." Spiderman said, while pointing at each respected turtle. Who responded with a 'Hey' or 'What up'.

"Okay, so why are you here?" Punisher asked the wallcrawler.

"We're tracking down the Frightful Four, what about you?" Spidey asked.

"I followed **Wilson Fisk** here, and I'm here to bring him down." Punisher answered.

"The Kingpin of crimes is here? Maybe that's who the Four's new boss is." Spiderman said.

"I've been on him for the past week. He's got new tech, weapons, and equipment from HYDRA and AIM." Castle said.

"He's in cahoots with them?" Spidey asked.

"Not exactly, more like he spies dress up as HYDRA and AIM agents and had them smuggle some of their supplies. I also found out that HYDRA and AIM our doing business with these weird guys who all look alike." Castle explained, which caught the turtle's attention.

"Um… these guys happen to look like this?" Donnie asked him while showing Frank a picture of a Kraang in his human disguise from his T-phone.

"Yep." He answered.

"The Kraang." Donnie said.

"Great, now the Kraang our teaming up with even more bad guys." Raph complained.

"Who are the Kraang?" Punisher asked.

"Long story, tell ya later." Spiderman said.

"Right, well anyway we've got a mission to focus on." Castle said.

"I recommend we use stealth for this." Leo said.

"They already know we're here so that wouldn't be an option now." Frank said.

"So we bust the door down?" Raph asked with a grin.

"Yep" Castle simply said.

 **Music end**

* * *

The door to the warehouse suddenly breaks open revealing Spiderman, The Punisher, and the turtles, all of which drew out their weapons. They were inside the Kingpin's warehouse (which is the same as the one from Marvel Heroes) where they're surrounded by numerous of Kingpin's gang members, who aimed their guns at the heroes. Then soon after the Kingpin himself walked through the gang members along with the Frightful Four.

"Like's my hunch was right. The Frightful Four are working for the Kingpin." Spiderman said.

"Well, well, well. If it isn't Frank Castle who's been on my case for the past week, and Spiderman my old enemy." Kingpin said, while ignoring the turtles.

"How's it going FAT Prince of Bel-Air, I see you gained some weight." Spidey joked, which angered The Kingpin of crimes.

"And I see your sense of humor is still irritating as ever." Wilson Fisk said to the wallcrawler.

"What are you and the turtle freaks doing here? Itching for another beat down?" Thundra asked.

"We're to bring you, Fisk, and this whole operation down." Leo declared.

"We can't let criminals like you have access to Kraang technology." Donnie said while glaring at them.

"Ah, so you know about them?" Kingpin asked.

"Yeah it's long story, but it's one we're not telling." Leo said to the crime boss.

"And I'm not going to let you have such dangerous tech so you can use them for your own twisted and selfish desires." Castle said.

"I wouldn't say _twisted_ exactly." A voice said.

"Who said that?" Raph asked.

"Oh, I know that voice." Spiderman said.

Then out of the shadows, a man walked through some gang members and in front of the heroes. The man was grey armor, a white hood, and a skull mask revealing yellow eyes.

"Hello Spiderman, Frank Castle, and some more freaks I have yet to meet." The man wearing the skull mask said.

" **Taskmaster**." Spiderman said. And by the way...STILL not the special character.

"What are you doing here?" Castle asked.

"I'm a mercenary, Kingpin offered me a great profit for him for the time being. And I get some of the new supplies we've been getting, such as the weapons, the crystals, and the ooze stuff." Taskmaster answered.

"Mutagen." Donnie said to himself.

"But the fact that I get kill you Spiderman, well I'd do that for free." Taskmaster said.

"A lot of people would." Spiderman said.

"All the new equipment we now have our organization is much stronger than ever. See for yourselves." Kingpin said as he gestured his hand to reveal three MUTANTS gang members that walked through. Two were wolf mutants standing on two legs, one had grey fur and the other had black fur, they also had black vests on wielding machetes. And third was a black bear mutant wearing an ammo pack around his chest, wielding a shotgun.

"Woah." Was all Spidey said.

"Great, more mutants." Donnie complained.

"These are some of my top henchmen, they became like this with that mutagen stuff and have been a great service since then." Kingpin said.

* * *

 _Time Freeze: Fourth wall/Spider and Mike narration_

"Well, this isn't good, like at all. Not only does the Fat-man of crimes have The Frightful Four and Taskmaster with him, but he now has alien equipment and turning them into weapons for his disposal like Alpha and Omega, and Yogi Bear over there." Spiderman said to the audience.

"Ugh, even in another dimension we still encounter mutants." Mikey complained.

"You've fought guys like these before Mikey. You should be fine." Spiderman said.

"I know but that was kind of a good thing. But a least we do something we haven't done in a while, and it may be fun." Mikey said with a grin.

"That's the spirit! Now if you'll excuse us we need back to dealing with Fatso and his gang." Spidey said to the audience.

* * *

 _Back to reality_

"And now that you meet everyone, it's time you see what they do. Destroy them!" Kingpin said to his men before they engaged.

"Take them down." Castle said to his allies before they engaged.

 **Music: Spiderman Web of Shadows ost- Kingpin Henchmen**

The gang members started firing at the heroes, who even dodge the rounds or block them respectively. One gang member fired at Leo who blocked the rounds with his swords, then he sliced the gun and kick him in the face. Leo then did two jump kicks on two gang members coming towards him. Leo then saw one gang member behind him so he leg swept him, knocking him down, Leo grinned after that. Donnie was blocking shots coming at him from two gang members by spinning his staff, then he smacked both them with his staff. Donnie then attacked some more gang members with his staff. Mikey did a couple of nun-chuck swings on a gang member before kicking him in the face. Four more gang members charged at him, so Mikey then knocked them down by either jump kicking them or nun-chuck swings. Raph did a couple of punches on a gang member before he kicked him in the chest, he then grabbed the head of another gang member and kneed him in the face. Raph then charged at another gang member and rammed into him with his shoulder causing the gang member to hit the wall. Spiderman was shooting web bullets in gang member's faces, and while they were immobilized he shoot a web line at an empty crate and threw it at the gang members. Spiderman then kicked two more gang members in the face, knocking them away. Punisher was taking down gang members that were coming his way with his martial arts, he'd use his guns but he knew Spiderman wouldn't allow it since he's against killing.

Now it was Taskmaster and the three mutants' turn.

"Mikey, you and I will take on Taskmaster." Spiderman said to his fellow joker.

"You got it Spidey." Mikey said.

Then they engaged Taskmaster while the rest of the turtles and Punisher engaged the mutants. Raph and Donnie were fighting the black bear mutant, while Leo and Frank Castle were taking on the wolves.

Spiderman unleashed a combination of punches and kicks on Taskmaster, but he was able to block every single one since he can predict a person's moves just by watching them fight, and he's fought Spiderman before. Taskmaster then did a flurry of punches to Spiderman's chest and ended with a strong kick, which knocked him away. Then Mikey came with a couple of nun-chuck swings, and Taskmaster managed to block them. Mikey tried to kick him but Taskmaster blocked it and punched Mikey in the chest, making him stumble back. Taskmaster then leg swept Mikey and did a break dance before popping back up.

Mikey then stood back up, "Hey, that's my fighting style. He just copied my moves." Mikey said.

"Yeah, Taskmaster can do that just by watching you fight." Spiderman said to him.

"And you tell me this now." Mikey said.

"Hey his profile is on the SHIELD files if you and Raph ever read them." Spiderman said.

"Well I-" Mikey was cut off when Taskmaster threw his shield at him, then he punched Spiderman in the face.

"Never take your eye off your opponent." Taskmaster said to them.

Now we're with the rest of the turtles and Punisher dealing with the mutants.

Leo was clashing blades with the grey wolf mutant, then clashed one final time with one trying to overpower the other by pushing their blades to together. The grey wolf mutant then pushed Leo by overpowering him.

Frank Castle was fighting the black wolf mutant. Castle did a number of punches on the black wolf mutant, and the mutant countered with some claw swipes and Castle managed to block or dodge them. Castle then got behind him and put the mutant in a headlock, causing the black wolf mutant to struggle and move around to get out of it.

The bear mutant was shooting his shotgun at Donnie and Raph who managed to dodge them. Donnie came in and did a bow staff swing on his chest, then he jumped up and did another swing on his head. The bear mutant then smacked Donnie with the butt end of the shotgun. Raph then came in and did a couple of punches to the bear's chest and then jumped up and delivered a kick to its head. And while Raph was in mid-air the bear mutant backhanded Raph knocking him away.

Frank Castle was keeping the black wolf mutant in a headlock until it grabbed his back and slammed Punisher on the ground. The bear mutant then grabbed Punisher and threw him into some crates. And Leo was still clashing blades with the grey mutant until the bear mutant ran up and smacked Leo towards his Donnie and Raph.

"Man, these guys are tough." Raph groaned as he and his brothers groaned in pain. Then Spidey and Mikey were sent towards them.

"Dudes, that Taskmaster guy really good. I couldn't land a hit on him." Mikey said as he and Spiderman get up.

"It must hard to beat a guy who predicts what you do just by watching you fight." Donnie said.

"Ya think." Spidey said, before Punisher walks over to them.

"Are you guys alright?" Punisher asked while holding his left arm.

"We're fine Castle." Leo said.

"But we won't be soon." Donnie said as more gang members, Taskmaster, and the mutants have their weapons pointed at them.

"Hehe, any last words fellas?" The black wolf mutant asked them.

"Yeah, I still need to give you guys mutant names." Mikey said, which caught the mutant gang members' attention.

 **Music ends**

"What?" The black wolf mutant asked.

"Yeah, it's kind of his thing." Donnie said.

"Do you really need to do that now?" Raph stressed to his younger brother.

"Of course, plus lucky for guys I'm awesome at naming stuff." Mikey said.

"Not really." Raph said to himself.

Mikey then thinks to himself for a moment coming up with names for the new mutants. And then gets an idea, "Alright how about we call the grey wolf guy Wolfgang and the black one Nightfang." Mikey suggested.

"Seriously, you're naming me after an Austrian-born American celebrity chef?" the grey wolf mutant now known as Wolfgang deadpanned.

"Hey, it's not so bad. I mean you are a wolf and you're part of a gang, so it fits fine to me." The black wolf mutant now known as Nightfang said.

"Exactly." Mikey said.

"Mm, true." Wolfgang.

"Plus, I kinda like the name 'Nightfang', it suits me well. Now what about him?" Nightfang asked while pointing his thumb at the bear mutant.

"I don't know. How about… Bear claw. Or Bear Hunter." Mikey suggested.

"Mikey those are terrible, and one of them is the name of a doughnut. How about Ursidone." ( **A/N:** Pronounced: Ursa-Don, to avoid confusion) Spiderman suggested.

"Yeah, that's much better." Wolfgang said, and Ursidone growled in agreement.

"And now with that out of the way, it's time for us to end you." Nightfang said as the gang gets ready to open fire

"Good-bye boys and good riddance, it was nice knowing you, but it's time for you to die." Kingpin said with a grin.

"That's where you're wrong, Fatass." A voice said.

"Who said that?" Kingpin demanded.

"Oh, I know that voice. Don't tell me…" Spiderman groaned while rubbing his temples

Here he comes everybody

The **Special** character

 **Music: Marvel vs Capcom 3 ost- Theme of Deadpool**

"I did King of fat times." The voice said before a second later a man wearing a red and black spandex wielding two swords appeared in front of the gang members and heroes.

"Guess who's here bitches! It's me, the ghost of Christmas kick your ass! And he's here to save the day!" The red and black man said excitedly.

Everybody in the warehouse groaned, except for the turtles who raised their eyebrows.

"Oh lord, not him." Spiderman said while pinching the bridge of his nose.

"You've got to be shitting me." Castle said, he is very aware of his guy annoying reputation.

"What hell is he doing here?" Kingpin asked while rubbing his temples.

" **Deadpool.** It's you. What are you doing here?" Taskmaster asked bit frightened.

"Hey Task-masturbater, long time no see. And to answer your question, I'm here bring old Wilson Fisk here dowwwwwwwwwwn. My employer is rewarding me $ 3 million for his capture. That and the author likes me SO much, that he added me this early in the fanfic." Deadpool said.

"WHAT?" everybody asked.

"But I never thought I'd see you skull-face. The same for you too Spidey and Franky." Deadpool said while turning his head towards them, who groaned in response.

 **Pause Music**

* * *

 _Time freeze: Fourth wall break/ Spider and Mike narration_

"Oh great, as if a squad of gang members, three super-strong animal mutants, Taskmaster, and the Frightful Four weren't bad enough. The annoying person I've ever met in my life is here too. This day just gone from bad to worse." Spiderman said to the audience.

"I'm sure it's not that bad." Mikey said.

"Yeah, soon it'll become worse to great." Deadpool said, surprising Mikey and not Spiderman since he's used to it.

"How are you here?" Mikey asked the Merc.

"Mikey don't ask." Spidey said to him.

"Well, Michelangelo I'm just so awesome that even the audience wants me to notice them." Deadpool said.

"Ugh, let's just get back to dealing with our current situation." Spiderman said.

* * *

 _Back to Reality_

 **Resume music**

"Who is this whack job?" Raph asked.

"Yeah, what is the deal with this nut?" Leo asked.

"That's Deadpool, he's a mercenary that's both good and bad, and sometimes both. He used to be a part of SHIELD until he dropped out live a life as a mercenary who fights for money, vengeance, or recognition." Spider answered.

"He's a great fighter but he's VERY annoying and never shuts up." Punisher said.

"Kinda like you Spidey." Raph said with smug grin.

"Oh no, Deadpool is MUCH worse." Castle said, causing Raph to then groan.

"Sorry I'm late to the party-" Deadpool started to say.

"We wish you didn't come." Wolfgang said.

"But now that I'm here it's to rock this partyyyyyy!" Deadpool shouted before turning to the heroes "You guys might want to cover your eyes." He whispers to them, before turning back to the gang "Now let's start this party started with a bang, a flashbang!" Deadpool said before tossing a 9-banger and it went off, blinding the gang members, but lucky the heroes weren't effected by it since they weren't facing towards it.

"Quick take them down while they're distracted." Punisher said to his allies.

"And NO killing Deadpool." Spiderman said to the Merc with the Mouth.

"Ah, you're no fun Spidey." Deadpool pouted.

"Let's do this." Mikey started to say "Booyakasha!" Mikey and Deadpool shouted at the same time.

 **Music ends**

 **Music: Ultimate Marvel vs Capcom 3 ost- Theme of Hawkeye (recommend the extended version)**

While the gang members were blind the heroes took them down with own methods, like Spiderman webbing them, Leo and Punisher doing martial arts, etc.

But now let's go to Deadpool was taking down gang members by kicking them, punching them, and doing other crazy stuff. "Kya!" he shouted as kicked a gang member, "Wahpah!" as he right hooked another,"Cock Shot!" he said before kicking another one in the balls. Then a few gang members regain their bearings and opened fire on Deadpool, who was breakdancing to avoid the rounds, "Breakdancing!" he shouted while break dancing. He then threw a smoke bomb at them, which immobilized them. He went over knocked out all the gang members that were in the smoke.

"Well, that's done. Now time to take on Tasky." Deadpool said.

Now with the Turtles, they went to go and engage the Frightful Four.

Looks like it's time for some payback.

"You guys are going down this time." Raph said.

"If you're itching for another beating then so be it." Thundra said.

Right now Raph was taking on Klaw. Klaw fired a sound blast at Raph, but he turned on his sound blockers, so the sound blast doesn't affect him as Raph just walks through it.

"What?!" Klaw said surprised.

"We came prepared for guys this time." Raph said before he threw a shuriken at Klaw's claw hand, causing it to be unusable. Raph then ran up to Klaw and delivered a number of punches to his chest and face, then he finished with a kicked to his face. Which sent Klaw into some crates knocking him out.

Mikey was taking on Thundra. Thundra swings her chain ball at Mikey, but turned on his Force buckles to project an invisible force field, which repelled the chain-ball.

"What?! Impossible!" Thundra said.

"Not for us." Mikey said with a smug grin.

"I'm gonna smack you all over this warehouse turtle!" Thundra declared.

She then resumed hit Mikey with her chain-ball, but do the Force buckle each attack was repelled. This was making Thundra mad, so threw a hard swing at Mikey. Then Force buckle repelled so hard it was sent back at Thundra, which sent her flying. She got back up but was pretty dazed, then Raph came in front of her.

"What's up sweetheart." Raph said before headbutting her, which knocked her out.

"And now you've been taken down." Mikey said before high fiving Raph.

"YAAAAAAAAAAAAAAHHHHHHHHHHHH!" Deadpool shouted while chasing a gang member as he was shooting his Uzi in the air.

"Man, he's loud." Raph said, as Mikey nodded in agreement.

Leo was then taking on Trapster. Trapster was shooting purple glue at Leo, who managed to avoid some of them, but one hit his leg. Leo acted quickly and used the Cryo sprayer to freeze the glue, then Leo used his sword to break the ice. Leo then threw shurikens at Trapster's glue guns, causing them to break.

"Again?!" Trapster exclaimed.

Leo then went behind him and slashed his glue backpack, causing the glue to spill out. Leo then smacks two fingers on the sides of Trapster's neck (like what he did to Wrecker earlier) which stunned him, making fall to the ground.

"WOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" Deadpool shouted as he's running around like a crazed maniac chasing some gang members while shooting his two Uzis in the air.

"Man, he's got a set of pipes." Leo said while cleaning his ear with his finger.

And finally, Donnie was taking on Wizard. Donnie was avoiding purple energy blasts that were coming at him, he also used his Cryo sprayer to free the anti-gravity discs coming at him. Donnie ran up to Wizard and smacked him to ground with his bow staff. And as Wizard got up Donnie swept his legs with his bow staff and then he slammed his staff on Wizard's chest knocking to the ground and knocking him out.

Spiderman and Punisher were taking on the mutants. Spiderman was fighting against Ursidone, while Castle took on the wolves. Ursidone was shooting at Spidey with his shotgun, but Spidey managed to avoid each shot. Spidey then shot a web line at the shotgun, and then threw it against the wall, breaking it. Spidey then did a couple of punches to its face. Then Ursidone retaliated by delivering a couple of claw swings, but Spidey managed to avoid them. Then Mikey and Donnie came in to help, Mikey came in with a couple of nun-chuck swings to its head. Then Donnie smacked in the head and then jammed his staff up his jaw, causing his head to go up. Spidey then shocked him with his taser webs, causing Ursidone to fall down. The three teens then high fived each other.

Castle was taking the two wolves. They attacked by swinging their machetes, which Castle either blocked or dodged. Then Leo and Raph came in and blocked the blades with their weapons. Raph began fighting Wolfgang, which the one he blocked. Wolfgang swung his machete and Raph caught it in the tones of his sais. He forced the blade down and did a couple of punches to his face before kicking in the face. Castle staring punching Nightfang in the face and chest, then Leo did a couple of kicks to his face, knocking him away. The two wolves then growled and charged in to attack them, and then they got shocked in the behind by Spiderman's taser webs, causing them to fall down.

"Your welcome." Spiderman said.

"Now where's Taskmaster?" Castle asked.

"Fighting Deadpool." Leo said as watching the fight.

Taskmaster delivered two punches at Deadpool, got he easily grabbed them and went behind him and kicked in the ass. Taskmaster delivered a right hook, but easily moved to the side and elbowed him in the back.

"What the heck? I thought that guy can copy your moves just by watching you fight." Mikey said.

"Yeah, it's different with Deadpool." Spiderman said.

"BAM! BOOM! BAM! BAM!" Deadpool said well doing a combination of punches and kicks at Taskmaster while teleporting, "SHORYUKEN!" He shouted as he uppercuts Taskmaster, knocking down. "Oh yeah! Who's awesome! I'm awesome! Who's awesome! I'm awesome!" Deadpool sang.

"More annoying than awesome." Raph deadpanned.

 **Music end**

Kingpin then got angry for all mess the heroes have caused. "You will all pay for this!" Kingpin said before he pulled out an RPG from the one of creates and aimed it at the heroes.

"Holy shit! Did he just pull an RPG out of a motherf***ing box?!" Deadpool shouted.

Then Kingpin fired his RPG missile at them. They managed to duck under it and the missile hit the warehouse doors behind them, causing it to explode. And heroes then got up, only to see that Kingpin, Taskmaster, and the mutants were gone. The Frightful Four and some of the gang members were still there unconscious.

"Looks like Wilson Fisk just bailed." Leo said.

"And so did Taskmaster and the mutants." Spiderman said.

"But he left the four behind." Donnie said.

"Yeah Fisk does that to people that he thinks he doesn't need more, which almost everybody that works for him." Spidey said with a little bit of venom in his voice.

"Yeah, we some people who are like that too." Leo said in the same tone as Spidey.

"Anyway let's call in SHIELD for clean up." Spidey said.

Then a few moments two SHIELD jets came in by the warehouse. The SHIELD agents loading up the Frightful Four and the other gang members that were still there as they were in handcuffs and being taken into custody in one jet. The also started loading up all the Kraang equipment they had and convicting it in the other jet. Spiderman and the turtles are now in the middle of a conversation with Nick Fury.

"Nice work today fellas. Not only did you manage to find one of Kingpin's hideout, but you manage to keep him from using dangerous tech for his selfish goals. And managed to get our hands-on equipment that can help us learn more about the Kraang." Fury said.

"Yeah, that's great and all, but we have another problem." Leo said.

"And what's that?" Fury asked.

"We believe that HYDRA and AIM are working with Kraang. Castle told us that they've been doing business with each other for the past week." Spiderman said.

"Well that's not good." Fury said.

"No kidding." Spidey said.

"I got information on that." Frank Castle said as he walked towards them, "One of the gang members told me that there's a HYDRA base at a factory where some of that Kraang tech is being held. I can give you the coordinates."

"Thank you Castle, that would be very helpful." Fury said.

"And there's a chance it could help us find the Kraang." Leo said.

"By the way how did you get him talk?" Spidey asked.

"You just need to know Deadpool." Castle said, which made sense because a lot of people can't stand more than 5 seconds around him.

"Hey guys!" Deadpool said as he popped up out of nowhere.

"Ugh, Deadpool." Fury said in an annoyed tone.

"Hey what's up Fury? Long time no see. Get it? Because you can only see out of one eye, hahahahaha!" Deadpool laughed, annoying the director of SHIELD.

"You know I should have you arrested for stealing all the identities of every SHIELD agent and trying to sell it Deadpool. But let you off the hook this time, only because A: you helped us get a chance at finding our new threat and B: I don't think be able to handle you as a prisoner on my Tricarrier. But if you do anything else that puts SHIELD at risk again, I'll have you locked faster than you can open that smart-ass mouth of yours." Fury threatened.

"You got it Fury baby. See you later, well that's if you don't lose another eye hahahaha!" Deadpool laughed before teleporting away, leaving an annoyed Fury.

"Man that guy irritates me." Fury said with an annoyed look.

"Same here." Punisher said.

"I never thought I'd say this, but I actually found someone more annoying Mikey." Raph said, and that's saying something coming from Raph.

"Well, I should get going too. I still to take care of Kingpin and put an end to his schemes. Have a good one Director and take care of yourself Spiderman, and also good luck with the Kraang." Castle said before he starts leaving.

"Alright team with the information we got from Castle, we're now one step closer to finding the Kraang and putting a stop to them. Tomorrow we head to this HYDRA base and hopefully, they have any leads on Kraang, and then we can finally save this world and ours." Leo said to others who all said 'Right' in a unison.

* * *

 **Technodrome**

Meanwhile in the Technodrome Savanti Romero was in his room quarters that light grey with pink outlines designs on the floor, ceiling, and walls. There was also a window behind him where you can see the underwater ocean, there was also gear and time-glass statues paintings, frames, and hangings on the wall and floor. He was currently sitting on his chair, it was more of a throne chair then a regular one. The chair had a silver and gold design to it, and Savanti was watching the news about earlier today that the turtles and Spiderman were fighting the Wrecking Crew and defeated them on his datapad.

Savanti gave a slight growl, "So the turtles followed us here, and it seems they became friends with that hero Spiderman." He said before turning his frown upside down, "Well you're not the only ones who made allies in this world." He said before chuckling to himself.

Then a pink portal opened from the ceiling and someone or something fell through and hit the ground, catching Savanti's attention. It was a Kraang, but it was different from the others. It had a metal eye patch and a metal claw arm.

The Kraang groaned before coming to his senses, "Finally, I thought I'd never get out of that lousy black and white dimension." The Kraang said who actually spoke proper English, unlike all the other Kraang.

"Hey, what are you doing in here?" Savanti demanded.

"What the? Who are you?!" The Kraang demanded.

"I am Savanti Romero the new leader of the Kraang." he answered.

"What?! How are you leader the Kraang?! You're not even one of us!" The Kraang shouted.

"No, but we share similar goals and have a common enemy, the turtles." Savanti calmy said.

"An enemy of the turtles eh?" The Kraang asked.

"Yep, and judging by your appearance you're Kraang Subprime am I correct?" Savanti asked.

"That's right." He answered.

"Well I can tell you one thing, it's finally nice to see a Kraang that actually talk properly." The evil time master said.

"I know right. We've been on earth for thousands of years, you'd think they'd learn how to speak proper English by now." Subprime said.

"Exactly, anyway how did you get here? Last I heard from the Kraang you here sent to the prime dimension by the turtles." Savanti asked.

"It's a long story. And how did become the leader of the Kraang?" Subprime asked

"That's also a long story, so let's little chat. A proper chat, that I can finally have with a Kraang." Savanti said.

The camera then zoomed in on Savanti's face focusing mostly on his eyes, the screen turns into a purple artistic color as it freezes.

* * *

 **Alright, that chapter is finally done, and it was a bit longer then I was intending and it was kind of rushed, sorry about that, but hey a least it finished. Also want to point out that there will be Capcom characters in this story like characters from Megaman, Streetfighter, Strider, Resident Evil, Devil May Cry, etc. But not all of Capcom, anyway folks see you all next time in the next chapter.**


End file.
